Common use of Existing Credit Agreement Superseded Clause in Contracts

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.6. On the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that any of the “Committed Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans hereunder. The Lenders’ interests in such Committed Loans and participations in Letters of Credit shall be reallocated on the Closing Date in accordance with each Lender’s applicable Revolving Credit Commitments and Alternative Currency Commitments. On the Closing Date, (w) the Revolving Credit Commitment and Alternative Currency Commitment of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations owing to the Exiting Lenders will be repaid in full, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, (x) each Person listed on Schedule 1.1A attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.610.18. On the Closing Date, (i) the Term Loans outstanding under the Existing Credit Agreement shall be repaid in full and terminated and the Revolving Loans outstanding under the Existing Credit Agreement shall be repaid, (ii) the Collateral granted by the Group Members to secure the “Secured Obligations” under the Existing Credit Agreement shall be released (and such release is hereby authorized by the Lenders), (iii) the rights and obligations of the parties under each of the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that for purposes of this clause (iii) any of the “Committed LoansObligations” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement with respect to the Revolving Loans shall, for purposes of this Agreement, be Committed Loans Obligations hereunder, (iv) this Agreement shall not in any way release or impair the rights, duties or Obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and Obligations are assumed, ratified and affirmed by the Borrower; (v) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; and (vi) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Lenders’ interests in such Committed Loans Obligations, and participations in such Letters of Credit Credit, shall be reallocated on the Closing Date in accordance with each Lender’s applicable Revolving Credit Commitments and Alternative Currency Commitments. On the Closing Date, (w) the Revolving Credit Commitment and Alternative Currency Commitment of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations owing to the Exiting Lenders will be repaid in full, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, (x) each Person listed on Schedule 1.1A attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.Percentages.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.6Article XVI. On the Closing Date, (a) the rights and obligations of the parties under the Existing Credit Agreement and the “Revolving Credit Notes” defined therein shall be subsumed within and be governed by this Agreement and the Revolving Credit Notes; provided however, that (b) any of the “Committed Revolving Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Revolving Loans hereunder, (c) any of the “Obligations” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Obligations hereunder, (d) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; (e) the obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such obligations or any of the other rights, duties and obligations of the parties hereunder; and (f) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Lenders’ interests in such Committed Loans the Revolving Credit Loans, and participations in any Facility Letters of Credit under the Existing Credit Agreement, shall be reallocated on the Closing Date in accordance with each Lender’s applicable Revolving Credit Commitments and Alternative Currency CommitmentsPercentage. On the Closing Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitment of each Lender Person that is a party to “Lender” under the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will shall be terminated, all outstanding Obligations obligations owing to such Exiting Lender under the Exiting Lenders will Existing Credit Agreement on the Closing Date shall be repaid paid in full, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will shall not be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents (xas defined in the Existing Credit Agreement) that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any such Loan Document shall survive for such Exiting Lender hereunder, and (B) each Person listed on Schedule 1.1A L attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment set forth opposite its name on such Schedule 1.1AL. Each Lender party hereto that was a Lender under the Existing Credit Agreement hereby agrees to waive (x) any requirement under the Existing Credit Agreement for prior notice of any termination or reduction of Commitments under (and as defined in) the Existing Credit Agreement or prepayment of Loans outstanding under (and as defined in) the Existing Credit Agreement, in each case, to the extent required, to be made on the Effective Date as provided herein and (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline all losses, costs and expenses incurred by such Lender under this Agreement Section 4.4 hereof in connection with the Swingline Commitment set forth opposite its name prepayment, sale or assignment of any LIBOR Advances (including the “LIBOR Advances” under the Existing Credit Agreement) in connection with such reallocation of Loans on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to the Closing Date described in this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.Section 16.1.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entiretyentirety on the Effective Date, except as 109 provided in this Section 14.30 and Section 3.69.19. On the Closing Effective Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that (x) any of the “Committed Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans hereunderhereunder (y) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; and (z) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Effective Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such obligations The Revolving Lenders’ interests in such Committed the Revolving Loans and participations in the Letters of Credit shall be reallocated and continued in a cashless roll transaction on the Closing Effective Date in accordance with each Lender’s applicable Revolving Credit Commitments Percentage, and Alternative Currency the Revolving Lenders shall make such purchases of Revolving Loans from each other as necessary to effect such reallocation. The Term Loan Lenders’ interests in the Term Loans shall be reallocated and continued in a cashless roll transaction on the Effective Date in accordance with the Term Loan Commitments, and the Term Loan Lenders shall make such purchases of Term Loans from each other as necessary to effect such reallocation. On the Closing Effective Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitments of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, the Borrower shall pay or cause to be paid all outstanding Obligations obligations owing to the Exiting Lenders will be repaid in fullon the Effective Date, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, and (xB) each Person listed on Schedule 1.1A 2.01 attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment applicable Commitments and Alternative Currency Commitment Loans set forth opposite its name on such Schedule 1.1A2.01. For the avoidance of doubt, (y) each Person listed on Schedule 1.1B attached to this all existing Interest Periods outstanding under the Existing Credit Agreement shall be a Swingline Lender under this Agreement remain in place on and after the Effective Date in accordance with their terms until the Swingline Commitment set forth opposite its name on end of each such Schedule 1.1BInterest Period, and (z) each Person listed on Schedule 1.1C attached or the conversion or continuation thereof, or prepayment of the portion of the Loans subject to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.Interest Period.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entiretyentirety on the Effective Date, except as provided in this Section 14.30 and Section 3.69.19. On the Closing Effective Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that (x) any of the “Committed Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Revolving Loans hereunderhereunder (y) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; and (z) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Lenders’ interests in such Committed the Revolving Loans and participations in the Letters of Credit shall be reallocated on the Closing Effective Date in accordance with each Lender’s applicable Revolving Credit Commitments Percentage, and Alternative Currency Commitmentsthe Revolving Lenders shall make such purchases of Revolving Loans from each other as necessary to effect such reallocation. On the Closing Effective Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitments of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, the Borrower shall pay or cause to be paid all outstanding Obligations obligations owing to the Exiting Lenders will be repaid in fullon the Effective Date, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, and (xB) each Person listed on Schedule 1.1A 2.01 attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment applicable Commitments and Alternative Currency Commitment Loans set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.2.01.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entiretyentirety on the Effective Date, except as provided in this Section 14.30 and Section 3.69.19. On the Closing Effective Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that (x) any of the “Committed Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans hereunderhereunder (y) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; and (z) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Effective Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such obligations The Revolving Lenders’ interests in such Committed the Revolving Loans and participations in the Letters of Credit shall be reallocated and continued in a cashless roll transaction on the Closing Effective Date in accordance with each Lender’s applicable Revolving Credit Commitments Percentage, and Alternative Currency the Revolving Lenders shall make such purchases of Revolving Loans from each other as necessary to effect such reallocation. The Term Loan Lenders’ interests in the Term Loans shall be reallocated and continued in a cashless roll transaction on the Effective Date in accordance with the Term Loan Commitments, and the Term Loan Lenders shall make such purchases of Term Loans from each other as necessary to effect such reallocation. On the Closing Effective Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitments of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, the Borrower shall pay or cause to be paid all outstanding Obligations obligations owing to the Exiting Lenders will be repaid in fullon the Effective Date, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, and (xB) each Person listed on Schedule 1.1A 2.01 attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment applicable Commitments and Alternative Currency Commitment Loans set forth opposite its name on such Schedule 1.1A2.01. For the avoidance of doubt, (y) each Person listed on Schedule 1.1B attached to this all existing Interest Periods outstanding under the Existing Credit Agreement shall be a Swingline Lender under this Agreement remain in place on and after the Effective Date in accordance with their terms until the Swingline Commitment set forth opposite its name on end of each such Schedule 1.1BInterest Period, and (z) each Person listed on Schedule 1.1C attached or the conversion or continuation thereof, or prepayment of the portion of the Loans subject to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.Interest Period.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entiretyentirety on the Effective Date, except as provided in this Section 14.30 and Section 3.69.18. On the Closing Effective Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that (x) any of the “Committed Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans hereunderhereunder (y) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; and (z) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Lenders’ interests in such Committed the Revolving Loans and participations in the Letters of Credit shall be reallocated on the Closing Effective Date in accordance with each Lender’s applicable Revolving Credit Commitments Percentage, and Alternative Currency Commitmentsthe Revolving Lenders shall make such purchases of Revolving Loans from each other as necessary to effect such reallocation. The Lenders’ interests in the Term Loans shall be reallocated on the Effective Date in accordance with Schedule 2.01 attached hereto, and the Term Lenders shall make such purchases of Term Loans from each other as necessary to effect such reallocation. On the Closing Effective Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitments of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, the Borrower shall pay or cause to be paid all outstanding Obligations obligations owing to the Exiting Lenders will be repaid in fullon the Effective Date, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, and (xB) each Person listed on Schedule 1.1A 2.01 attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment applicable Commitments and Alternative Currency Commitment Loans set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.2.01.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entiretyentirety on the Effective Date, except as provided in this Section 14.30 and Section 3.69.18. On the Closing Effective Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that (x) any of the “Committed Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans hereunder; (y) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; and (z) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Lenders’ interests in such Committed the Revolving Loans and participations in the Letters of Credit shall be reallocated and continued in a cashless roll transaction on the Closing Effective Date in accordance with each Lender’s applicable Revolving Credit Commitments Percentage, and Alternative Currency Commitmentsthe Revolving Lenders shall make such purchases of Revolving Loans from each other as necessary to effect such reallocation. The Lenders’ interests in the Term Loans shall be reallocated and continued in a cashless roll transaction on the Effective Date in accordance with Schedule 2.01A attached hereto, and the Term Lenders shall make such purchases of Term Loans from each other as necessary to effect such reallocation. On the Closing Effective Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitments of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, the Borrower shall pay or cause to be paid all outstanding Obligations obligations owing to the Exiting Lenders will be repaid in fullon the Effective Date, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, and (xB) each Person listed on Schedule 1.1A 2.01A attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment applicable Commitments and Alternative Currency Commitment Loans set forth opposite its name on such Schedule 1.1A2.01A. For the avoidance of doubt, (y) each Person listed on Schedule 1.1B attached to this all existing Interest Periods outstanding under the Existing Credit Agreement shall be a Swingline Lender under this Agreement remain in place on and after the Effective Date in accordance with their terms until the Swingline Commitment set forth opposite its name on end of each such Schedule 1.1BInterest Period, and (z) each Person listed on Schedule 1.1C attached or the conversion or continuation thereof, or prepayment of the portion of the Loans subject to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.Interest Period.

Existing Credit Agreement Superseded. This Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.6Article XI. On As of the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “"Notes” " as defined therein in the Existing Credit Agreement shall be subsumed within and be governed by this Agreement and the Notes; provided however, that any and each of the “Committed "Loans” " as defined in the Existing Credit Agreement (other than unpaid reimbursement obligations relating to letters of credit under the Existing Credit Facility, which shall be treated as overdue Unpaid Reimbursement Obligations hereunder) advanced by the Lenders and outstanding under the Existing Credit Agreement on the Closing Date shall, for purposes of this Agreement, be Loans, and shall bear interest at (x) if such Loans are Eurodollar Rate Loans or Federal Funds Rate Loans, the then applicable Eurodollar Rate or Federal Funds Rate (as the case may be) PLUS, in each case, the Applicable Margin calculated pursuant to the terms of this Agreement or (y) if such Loans are Base Rate Loans, at the Base Rate PLUS the Applicable Margin calculated pursuant to the terms of this Agreement; and each "Letter of Credit" (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Closing Date shall, for purposes of this Agreement, be Committed a Letter of Credit. Unpaid interest with respect to Loans hereunder. The Lenders’ interests in such Committed Loans and participations in Letters of Credit shall be reallocated on the Closing Date in accordance with each Lender’s applicable Revolving Credit Commitments and Alternative Currency Commitments. On the Closing Date, (w) the Revolving Credit Commitment and Alternative Currency Commitment of each Lender that is a party to outstanding under the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will shall be terminated, all paid on the Closing Date. The promissory notes outstanding Obligations owing to the Exiting Lenders will be repaid in full, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, (x) each Person listed on Schedule 1.1A attached to this Credit Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.reissued as Notes hereunder.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.610.18. On the Closing Date, (i) the Term Loans outstanding under the Existing Credit Agreement and the Revolving Loans outstanding under the Existing Credit Agreement shall become Dollar Term Loans and Revolving Loans hereunder, respectively, (ii) the rights and obligations of the parties under each of the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that for purposes of this clause (ii) any of the “Committed LoansObligations” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans Obligations hereunder, (iii) this Agreement shall not in any way release or impair the rights, duties or Obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and Obligations are assumed, ratified and affirmed by the Borrower; (iv) the Obligations incurred under each of the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; and (v) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Lenders’ interests in such Committed Loans Obligations, and participations in such Letters of Credit Credit, shall be reallocated on the Closing Date in accordance with each Lender’s applicable Revolving Credit Commitments Percentages and Alternative Currency CommitmentsTerm Percentages. On the Closing Date, (wa) the “Revolving Commitment” and “Term Commitment” (as defined in the Existing Credit Commitment and Alternative Currency Commitment Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will shall be terminated, all outstanding Obligations owing to the Exiting Lenders will under the Existing Agreement on the Closing Date shall be repaid paid in full, and each Exiting Lender will shall cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, and (xb) each Person listed on Schedule 1.1A attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment Commitments set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.1.1A.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.69.20. On the Closing Date, (i) the Revolving Loans outstanding under the Existing Credit Agreement shall become Revolving Loans hereunder, (ii) the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that for purposes of this clause (ii) any of the “Committed LoansObligations” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans Obligations hereunder, (iii) this Agreement shall not in any way release or impair the rights, duties or Obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and Obligations are assumed, ratified and affirmed by the Borrower; (iv) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; and (v) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of Banks or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The LendersBanks’ interests in such Committed Loans Obligations, and participations in such Letters of Credit Credit, shall be reallocated on the Closing Date in a cashless roll transaction in accordance with each Lender’s Bank's applicable Revolving Credit Commitments and Alternative Currency CommitmentsCommitment Percentages. On the Closing Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitment of each Lender Bank that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting LenderBank”) will shall be terminated, all outstanding Obligations obligations owing to such Exiting Banks under the Exiting Lenders will Existing Credit Agreement on the Closing Date shall be repaid paid in full, and each Exiting Lender will Bank shall cease to be a Lender under the Existing Agreement and will not be a Lender Bank under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Bank under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Bank hereunder, and (xB) each Person listed on Schedule 1.1A 1A attached to this Agreement shall be a Lender Bank under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this 1A. All existing Interest Periods outstanding under the Existing Credit Agreement shall be a Swingline Lender under this Agreement remain in place on and after the Closing Date in accordance with their terms until the Swingline Commitment set forth opposite its name on end of each such Schedule 1.1BInterest Period, and (z) each Person listed on Schedule 1.1C attached or the conversion or continuation thereof, or prepayment of the portion of the Loans subject to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.Interest Period.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 12.20 and Section 3.62.3(a). On the Closing Effective Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that (x) any of the “Committed Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans hereunderhereunder (y) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; and (z) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Lenders’ interests in such Committed the Revolving Loans and participations in the Letters of Credit shall be reallocated and continued in a “cashless roll” transaction on the Closing Effective Date in accordance with each Lender’s applicable Revolving Credit Commitments Commitment Percentage, and Alternative Currency Commitmentsthe Revolving Lenders shall make such purchases of Revolving Loans from each other as necessary to effect such reallocation. The Lenders’ interests in the Term Loans shall be reallocated and continued in a “cashless roll” transaction on the Effective Date in accordance with each Lender’s applicable Term Commitment Percentage, and the Term Lenders shall make such purchases of Term Loans from each other as necessary to effect such reallocation. On the Closing Effective Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitments of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations obligations owing to the Exiting Lenders on the Effective Date will be repaid in full, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, (xB) each Person listed on Schedule 1.1A IA attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment applicable Commitments set forth opposite its name on such Schedule 1.1A, IA and (yC) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C IB attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.IB.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.69.15. On the Closing Date, (i) the loans outstanding under the Existing Credit Agreement shall become Loans hereunder, (ii) the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided provided, however, that for purposes of this clause (ii) any of the “Committed LoansObligations” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans Obligations hereunder, (iii) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; (iv) the obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such obligations or any of the other rights, duties and obligations of the parties hereunder; and (v) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Lenders’ interests in such Committed Loans obligations, and participations in Letters letters of credit with respect to the Revolving Facility under (and as defined in) the Existing Credit Agreement, shall be reallocated on the Closing Date in accordance with each Lender’s applicable Revolving Percentage. The Lenders’ interests in such obligations with respect to the Term Facility under (and as defined in) the Existing Credit Commitments and Alternative Currency CommitmentsAgreement, shall be reallocated on the Closing Date in accordance with each Lender’s Term Loan Commitment. On the Closing Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitment of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will 108 shall be terminated, all outstanding Obligations obligations owing to the such Exiting Lenders will under the Existing Credit Agreement on the Closing Date shall be repaid paid in full, and each Exiting Lender will shall cease to be a Lender under the Existing Agreement and will not be a this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under this Agreementthe Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder, and (xB) each Person listed on Schedule 1.1A 2.1A attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment Commitments set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.2.1A.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entiretyentirety on the Effective Date, except as provided in this Section 14.30 and Section 3.69.18. On the Closing Effective Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that (x) any of the “Committed Revolving Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Revolving Loans hereunder; (y) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; and (z) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Lenders’ interests in such Committed the Revolving Loans and participations in the Letters of Credit shall be reallocated and continued in a cashless roll transaction on the Closing Effective Date in accordance with each Lender’s applicable Revolving Credit Commitments Percentage, and Alternative Currency Commitmentsthe Revolving Lenders shall make such purchases of Revolving Loans from each other as necessary to effect such reallocation. On the Closing Effective Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitments of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, the Borrower shall pay or cause to be paid all outstanding Obligations obligations owing to the Exiting Lenders will be repaid in fullon the Effective Date, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, and (xB) each Person listed on Schedule 1.1A attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.Schedule

Existing Credit Agreement Superseded. This Credit Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.611.25. On the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Credit Agreement and the Notes; provided provided, however, that (x) any of the “Committed Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Credit Agreement, be Committed Loans hereunderhereunder (y) this Credit Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit Agreement) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrowers; and (z) the execution, delivery and effectiveness of this Credit Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Loan Lenders’ interests in such Committed the Revolving Loans and participations in the Letters of Credit shall be reallocated on the Closing Date in accordance with each Revolving Loan Lender’s applicable Revolving Credit Commitments Loan Commitment, and Alternative Currency Commitmentsthe Revolving Loan Lenders shall make such purchases of Revolving Loans from each other as are necessary to effect such reallocation. On the Closing Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitments of each Lender that is a party to the Existing Credit Agreement but is not a party to this Credit Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations obligations owing to the Exiting Lenders on the Closing Date will be repaid in full, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be become a Lender under this Credit Agreement, (xB) each Person listed on Schedule 1.1A Exhibit 1.1(a) attached to this Credit Agreement shall be a Revolving Loan Lender under this Credit Agreement with the applicable Revolving Credit Commitment and Alternative Currency Loan Commitment set forth opposite its name on such Schedule 1.1AExhibit 1.1(a), and (yC) each Person listed on Schedule 1.1B Exhibit 1.1(b) attached to this Credit Agreement shall be a Swingline an Issuing Lender under this Agreement with the Swingline LOC Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.Exhibit 1.1(b).

Existing Credit Agreement Superseded. This Credit Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.611.25. On the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Credit Agreement and any Revolving Notes requested by Revolving Loan Lenders that were “Lenders” under the NotesExisting Credit Agreement; provided provided, however, that (x) any of the “Committed Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Credit Agreement, be Committed Revolving Loans hereunderhereunder (y) this Credit Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit Agreement) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrowers; and (z) the execution, delivery and effectiveness of this Credit Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Loan Lenders’ interests in such Committed the Revolving Loans and participations in the Letters of Credit shall be reallocated on the Closing Date in accordance with each Revolving Loan Lender’s applicable Revolving Credit Commitments Loan Commitment, and Alternative Currency Commitmentsthe Revolving Loan Lenders shall make such purchases of Revolving Loans from each other as are necessary to effect such reallocation. On the Closing Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitments of each Lender that is a party to the Existing Credit Agreement but is not a party to this Credit Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations obligations owing to the Exiting Lenders on the Closing Date will be repaid in full, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be become a Lender under this Credit Agreement, (xB) each Person listed on Schedule 1.1A Exhibit 1.1(a) attached to this Credit Agreement shall be a Revolving Loan Lender under this Credit Agreement with the applicable Revolving Credit Commitment and Alternative Currency Loan Commitment set forth opposite its name on such Schedule 1.1AExhibit 1.1(a), and (yC) each Person listed on Schedule 1.1B Exhibit 1.1(b) attached to this Credit Agreement shall be a Swingline an Issuing Lender under this Agreement with the Swingline LOC Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.Exhibit 1.1(b).

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.6. On the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that any of the “Committed Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans hereunder. The Lenders’ interests in such Committed Loans and participations in Letters of Credit shall be reallocated on the Closing Date in accordance with each Lender’s applicable Revolving Credit Commitments and Alternative Currency Commitments. On the Closing Date, (w) the Revolving Credit Commitment and Alternative Currency Commitment of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations owing to the Exiting Lenders will be repaid in full, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this AgreementAgreement , (x) each Person listed on Schedule 1.1A attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entiretyentirety on the Effective Date, except as provided in this Section 14.30 and Section 3.69.20. On the Closing Effective Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that (x) any of the “Committed Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans hereunder; (y) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; and (z) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Lenders’ interests in such Committed the Existing Loans and participations in Letters of Credit shall be reallocated and continued in a cashless roll transaction on the Closing Effective Date in accordance with each Lender’s applicable Revolving Credit Commitments Existing Loan Commitment, and Alternative Currency Commitmentsthe Lenders shall make such purchases of Existing Loans from each other as necessary to effect such reallocation. On the Closing Effective Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitments of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, the Borrower shall pay or cause to be paid all outstanding Obligations obligations owing to the Exiting Lenders will be repaid in fullon the Effective Date, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, 112 and (xB) each Person listed on Schedule 1.1A 2.01 attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment applicable Commitments and Alternative Currency Commitment Loans set forth opposite its name on such Schedule 1.1A, 2.01. Each Lender agrees to waive any amounts that would have otherwise been payable pursuant to Section 2.16 of the Existing Credit Agreement as a result of the conversion of any Eurodollar Loans (yas defined in the Existing Credit Agreement) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.Effective Date.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.69.15. On the Closing Date, (i) the loans outstanding under the Existing Credit Agreement shall become Loans hereunder, (ii) the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided provided, however, that for purposes of this clause (ii) any of the “Committed LoansObligations” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans Obligations hereunder, (iii) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; (iv) the obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such obligations or any of the other rights, duties and obligations of the parties hereunder; and (v) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Lenders’ interests in such Committed Loans obligations, and participations in Letters letters of credit with respect to the Revolving Facility under (and as defined in) the Existing Credit Agreement, shall be reallocated on the Closing Date in accordance with each Lender’s applicable Revolving Percentage. The Lenders’ interests in such obligations with respect to the Term Facility under (and as defined in) the Existing Credit Commitments and Alternative Currency CommitmentsAgreement, shall be reallocated on the Closing Date in accordance with each Lender’s Term Loan Commitment. On the Closing Date, (wA) the Revolving Credit Commitment and Alternative Currency Commitment loan commitment of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will shall be terminated, all outstanding Obligations obligations owing to the such Exiting Lenders will under the Existing Credit Agreement on the Closing Date shall be repaid paid in full, and each Exiting Lender will shall cease to be a Lender under the Existing Agreement and will not be a this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under this Agreementthe Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder, and (xB) each Person listed on Schedule 1.1A 2.1 attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment Commitments set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.2.1.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.6. On the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that any of the “Committed Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans hereunder. The Lenders’ interests in such Committed Loans and participations in Letters of Credit shall be reallocated on the Closing Date in accordance with each Lender’s applicable Revolving Credit Commitments and Alternative Currency Commitments. On the Closing Date, (wx) the Revolving Credit Commitment and Alternative Currency Commitment of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations owing to the Exiting Lenders will be repaid in full, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, Agreement and (xy) each Person listed on Schedule 1.1A 1.1 attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.1.1.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 14.30 and Section 3.69.20. On the Closing Date, (i) the Revolving Loans outstanding under the Existing Credit Agreement shall become Revolving Loans hereunder, (ii) the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that for purposes of this clause (ii) any of the “Committed LoansObligations” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Committed Loans Obligations hereunder, (iii) this Agreement shall not in any way release or impair the rights, duties or Obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and Obligations are assumed, ratified and affirmed by the Borrower; (iv) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; and (v) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Lenders’ interests in such Committed Loans Obligations, and participations in such Letters of Credit Credit, shall be reallocated on the Closing Date in accordance with each Lender’s 's applicable Revolving Credit Commitments and Alternative Currency Commitments. On the Closing Date, (w) the Revolving Credit Commitment and Alternative Currency Commitment of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding Obligations owing to the Exiting Lenders will be repaid in full, and each Exiting Lender will cease to be a Lender under the Existing Agreement and will not be a Lender under this Agreement, (x) each Person listed on Schedule 1.1A attached to this Agreement shall be a Lender under this Agreement with the Revolving Credit Commitment and Alternative Currency Commitment set forth opposite its name on such Schedule 1.1A, (y) each Person listed on Schedule 1.1B attached to this Agreement shall be a Swingline Lender under this Agreement with the Swingline Commitment set forth opposite its name on such Schedule 1.1B, and (z) each Person listed on Schedule 1.1C attached to this Agreement shall be an Issuing Bank under this Agreement with the Letter of Credit Commitment set forth opposite its name on such Schedule 1.1C.Percentages.