Common use of No Novation of Existing Credit Agreement Clause in Contracts

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Date, this Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents (including any fee letters or Notes delivered in connection therewith); and (iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date (and the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and shall be governed by the terms of) this Agreement.

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Closing Date, this Agreement (i) shall re-evidence evidence, in part, the BorrowerCompany’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower Company under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the BorrowerCompany’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents (including any fee letters or Notes delivered in connection therewith); . All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Revolving Loans, Obligations and Secured Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the foregoing, upon the effectiveness hereof, (i) all Existing Letters of Credit shall continue as Facility LCs under (and shall be governed by the terms of) this Agreement as provided in Section 2.19.13 and (ivii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect reallocations of each Lender’s credit exposure share of the outstanding Loans under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure share of the outstanding Loans hereunder reflects such Lender’s Applicable Percentage ratable share of the outstanding aggregate Aggregate Revolving Loan Commitment and Aggregate Term Loan Commitment hereunder. On the Closing Date, the Company shall pay to the Agent for the ratable account of the Lenders then party to the Existing Credit Exposures on the Restatement Effective Date Agreement, (i) accrued and the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred unpaid commitment fees under the Existing Credit Agreement which are outstanding through the Closing Date and (ii) accrued and unpaid interest on the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and shall be governed by as defined in) the terms of) this AgreementExisting Credit Agreement through the Closing Date.

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Date, this Agreement (i) shall re-evidence evidence, in part, the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents (including any fee letters or Notes delivered in connection therewith); and (iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date (and the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Revolving Loans Loans, Obligations and Secured Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the foregoing, all Existing Letters of Credit shall continue as Facility LCs under (and shall be governed by the terms of) this Agreement as provided in Section 2.19.13. All references herein to “hereunder,” “hereof,” or words of like import and all references in any other Loan Document to the “Credit Agreement” or words of like import shall mean and be a reference to the Existing Credit Agreement as amended and restated hereby (and any section references in such Loan Documents to the Existing Credit Agreement shall refer to the applicable equivalent provision set forth herein although the section number thereof may have changed).

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Date, this Credit Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents “Credit Documents” (as defined in the Existing Credit Agreement) (including any fee letters or Notes delivered in connection therewith); . All Loans made and “Borrower Obligations” under and as defined in the Existing Credit Agreement which are outstanding on the Restatement Date shall continue as Loans and Borrower Obligations under (ivand shall be governed by the terms of) this Credit Agreement. Without limiting the foregoing, upon the effectiveness hereof, the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect reallocations of each Lender’s credit exposure share of the outstanding Loans under the Existing Credit Agreement as are necessary in order that each such LenderXxxxxx’s Revolving Credit Exposure share of the outstanding Loans hereunder reflects such LenderXxxxxx’s Applicable Percentage ratable share of the outstanding aggregate Revolving Credit Exposures Committed Amount hereunder as specified on Schedule 1.1(a). On the Restatement Effective Date Date, (i) the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders then party to the Existing Credit Agreement, (A) accrued and unpaid facility fees under the Existing Credit Agreement through the Restatement Date, (B) accrued and unpaid interest on Loans under (and as defined in) the Existing Credit Agreement through the Restatement Date and (ii) the revolving loans previously made to the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred Departing Lenders under the Existing Credit Agreement which are remain outstanding on as of the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and date of this Credit Agreement shall be governed repaid in full (accompanied by any accrued and unpaid interest and fees thereon), the terms of) this AgreementDeparting Lenders’ “Commitments” under the Existing Credit Agreement shall be terminated and no Departing Lender shall be a Lender hereunder.

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Closing Date, this Credit Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents “Credit Documents” (as defined in the Existing Credit Agreement) (including any fee letters or Notes delivered in connection therewith); . All Loans made and “Borrower Obligations” (as defined in the Existing Credit Agreement) incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Borrower Obligations under (and shall be governed by the terms of) this Credit Agreement. Without limiting the foregoing, upon the effectiveness hereof, (i) the letters of credit set forth on Schedule 1.1(c) shall continue as Letters of Credit under (and shall be governed by the terms of) this Credit Agreement as provided in Section 2.2(c) and (ivii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect reallocations of each Lender’s credit exposure share of the outstanding Loans under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure share of the outstanding Loans hereunder reflects such Lender’s Applicable Percentage ratable share of the outstanding aggregate Revolving Credit Exposures on Committed Amount hereunder. On the Restatement Effective Date (and Closing Date, the Borrower hereby agrees shall pay to compensate each Lender the Administrative Agent for any the ratable account of the Lenders then party to the Existing Credit Agreement, (i) accrued and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred unpaid facility fees under the Existing Credit Agreement which are outstanding through the Closing Date and (ii) accrued and unpaid interest on the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and shall be governed by as defined in) the terms of) this AgreementExisting Credit Agreement through the Closing Date.

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Date, this Credit Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents “Credit Documents” (as defined in the Existing Credit Agreement) (including any fee letters or Notes delivered in connection therewith); . All Loans made and “Borrower Obligations” under and as defined in the Existing Credit Agreement which are outstanding on the Restatement Date shall continue as Loans and Borrower Obligations under (ivand shall be governed by the terms of) this Credit Agreement. Without limiting the foregoing, upon the effectiveness hereof, the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect reallocations of each Lender’s credit exposure share of the outstanding Loans under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure share of the outstanding Loans hereunder reflects such Lender’s Applicable Percentage ratable share of the outstanding aggregate Revolving Credit Exposures Committed Amount hereunder as specified on Schedule 1.1(a). On the Restatement Effective Date Date, (i) the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders then party to the Existing Credit Agreement, (A) accrued and unpaid facility fees under the Existing Credit Agreement through the Restatement Date, (B) accrued and unpaid interest on Loans under (and as defined in) the Existing Credit Agreement through the Restatement Date and (ii) the revolving loans previously made to the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred Departing Lenders under the Existing Credit Agreement which are remain outstanding on as of the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and date of this Credit Agreement shall be governed repaid in full (accompanied by any accrued and unpaid interest and fees thereon), the terms of) this AgreementDeparting Lenders’ “Commitments” under the Existing Credit Agreement shall be terminated and no Departing Lender shall be a Lender hereunder.

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, (i) from and after the Restatement Effective Date, this Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) this Agreement is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, (iii) this Agreement is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents (including any fee letters or Notes delivered in connection therewith); , (iv) on the Restatement Effective Date, the Departing Lender shall be deemed to sell, grant, assign and convey to the New Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in the Departing Xxxxxx’s right, title and interest in and to all of its outstanding “Loans” and “Commitments” under the Existing Credit Agreement, the New Lender hereby purchases and accepts such grant, assignment and conveyance from the Departing Lender, and the New Lender shall pay the applicable purchase price on the Restatement Effective Date by wire transfer of immediately available funds to the Departing Lender, (v) the Departing Lender shall not be a Lender hereunder, and (ivvi) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such LenderXxxxxx’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date (and the Borrower hereby agrees to compensate each Lender and the Departing Lender for any and all losses, costs and expenses incurred by such Lender or the Departing Lender, as applicable, in connection with the sale and assignment of any Eurodollar EurodollarTerm Benchmark Loans and such reallocation described in this Section 1.06 1.07 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and shall be governed by the terms of) this Agreement.44

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Date, this Credit Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the 116 Borrower under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents “Credit Documents” (as defined in the Existing Credit Agreement) (including any fee letters or Notes delivered in connection therewith); . All Loans made and “Borrower Obligations” under and as defined in the Existing Credit Agreement which are outstanding on the Restatement Date shall continue as Loans and Borrower Obligations under (ivand shall be governed by the terms of) this Credit Agreement. Without limiting the foregoing, upon the effectiveness hereof, the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect reallocations of each Lender’s credit exposure share of the outstanding Loans under the Existing Credit Agreement as are necessary in order that each such LenderXxxxxx’s Revolving Credit Exposure share of the outstanding Loans hereunder reflects such LenderXxxxxx’s Applicable Percentage ratable share of the outstanding aggregate Revolving Credit Exposures Committed Amount hereunder as specified on Schedule 1.1(a). On the Restatement Effective Date Date, (i) the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders then party to the Existing Credit Agreement, (A) accrued and unpaid facility fees under the Existing Credit Agreement through the Restatement Date, (B) accrued and unpaid interest on Loans under (and as defined in) the Existing Credit Agreement through the Restatement Date and (ii) the revolving loans previously made to the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred Departing Lenders under the Existing Credit Agreement which are remain outstanding on as of the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and date of this Credit Agreement shall be governed repaid in full (accompanied by any accrued and unpaid interest and fees thereon), the terms of) this AgreementDeparting Lenders’ “Commitments” under the Existing Credit Agreement shall be terminated and no Departing Lender shall be a Lender hereunder.

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, (i) from and after the Restatement Effective Date, this Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) this Agreement is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, (iii) this Agreement is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents (including any fee letters or Notes delivered in connection therewith); , (iv) on the Restatement Effective Date, the Departing Lender shall be deemed to sell, grant, assign and convey to the New Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in the Departing Lxxxxx’s right, title and interest in and to all of its outstanding “Loans” and “Commitments” under the Existing Credit Agreement, the New Lender hereby purchases and accepts such grant, assignment and conveyance from the Departing Lender, and the New Lender shall pay the applicable purchase price on the Restatement Effective Date by wire transfer of immediately available funds to the Departing Lender, (v) the Departing Lender shall not be a Lender hereunder, and (ivvi) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such LenderLxxxxx’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date (and the Borrower hereby agrees to compensate each Lender and the Departing Lender for any and all losses, costs and expenses incurred by such Lender or the Departing Lender, as applicable, in connection with the sale and assignment of any Eurodollar Term Benchmark Loans and such reallocation described in this Section 1.06 1.07 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and shall be governed by the terms of) this Agreement.

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Closing Date, this Credit Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents “Credit Documents” (as defined in the Existing Credit Agreement) (including any fee letters or Notes delivered in connection therewith); and (iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date (and the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred “Borrower Obligations” under and as defined in the Existing Credit Agreement which are outstanding on the Restatement Effective Closing Date shall continue as Revolving Loans and Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the foregoing, upon the effectiveness hereof, the Administrative Agent shall make such reallocations of each Lender’s share of the outstanding Loans under the Existing Credit Agreement as are necessary in order that each such Lender’s share of the outstanding Loans hereunder reflects such Lender’s ratable share of the Revolving Committed Amount hereunder as specified on Schedule 1.1. On the Closing Date, (i) the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders then party to the Existing Credit Agreement, (A) accrued and unpaid facility fees under the Existing Credit Agreement through the Closing Date, (B) accrued and unpaid interest on Loans under (and as defined in) the Existing Credit Agreement through the Closing Date and (ii) the revolving loans previously made to the Borrower by the Departing Lenders under the Existing Credit Agreement which remain outstanding as of the date of this Credit Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), the Departing Lenders’ “Commitments” under the Existing Credit Agreement shall be terminated and no Departing Lender shall be a Lender hereunder.

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Closing Date, this Credit Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents “Credit Documents” (as defined in the Existing Credit Agreement) (including any fee letters or Notes delivered in connection therewith); . All Loans made and “Borrower Obligations” under and as defined in the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Borrower Obligations under (and shall be governed by the terms of) this Credit Agreement. Without limiting the foregoing, upon the effectiveness hereof, (i) the Existing Letters of Credit shall continue as Letters of Credit under (and shall be governed by the terms of) this Credit Agreement as provided in Section 2.2(c) and (ivii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect reallocations of each Lender’s credit exposure share of the outstanding Loans under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure share of the outstanding Loans hereunder reflects such Lender’s Applicable Percentage ratable share of the outstanding aggregate Revolving Committed Amount hereunder. On the Closing Date, (i) the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders then party to the Existing Credit Exposures Agreement, (A) accrued and unpaid facility fees under the Existing Credit Agreement through the Closing Date, (B) accrued and unpaid interest on the Restatement Effective Date Loans under (and as defined in) the Existing Credit Agreement through the Closing Date and (ii) the revolving loans previously made to the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred Departing Lenders under the Existing Credit Agreement which are remain outstanding on as of the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and date of this Credit Agreement shall be governed repaid in full (accompanied by any accrued and unpaid interest and fees thereon), the terms of) this AgreementDeparting Lenders’ “Commitments” under the Existing Credit Agreement shall be terminated and no Departing Lender shall be a Lender hereunder.

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Date, this Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents (including any fee letters or Notes delivered in connection therewith); and (iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such LenderLxxxxx’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date (and the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Term Benchmark Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and shall be governed by the terms of) this Agreement.

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Closing Date, this Credit Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents “Credit Documents” (as defined in the Existing Credit Agreement) (including any fee letters or Notes delivered in connection therewith); . All Loans made and “Borrower Obligations” under and as defined in the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Borrower Obligations under (and shall be governed by the terms of) this Credit Agreement. Without limiting the foregoing, upon the effectiveness hereof, (i) the Existing Letters of Credit shall continue as Letters of Credit under (and shall be governed by the terms of) this Credit Agreement as provided in Section 2.2(c) and (ivii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect reallocations of each Lender’s credit exposure share of the outstanding Loans under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure share of the outstanding Loans hereunder reflects such Lender’s Applicable Percentage ratable share of the outstanding aggregate Revolving Credit Exposures on Committed Amount hereunder. On the Restatement Effective Date (and Closing Date, the Borrower hereby agrees shall pay to compensate each Lender the Administrative Agent for any the ratable account of the Lenders then party to the Existing Credit Agreement, (i) accrued and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred unpaid facility fees under the Existing Credit Agreement which are outstanding through the Closing Date and (ii) accrued and unpaid interest on the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and shall be governed by as defined in) the terms of) this AgreementExisting Credit Agreement through the Closing Date.

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Date, this Credit Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents “Credit Documents” (as defined in the Existing Credit Agreement) (including any fee letters or Notes delivered in connection therewith); . All Loans made and “Borrower Obligations” under and as defined in the Existing Credit Agreement which are outstanding on the Restatement Date shall continue as Loans and Borrower Obligations under (ivand shall be governed by the terms of) this Credit Agreement. Without limiting the foregoing, upon the effectiveness hereof, the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect reallocations of each Lender’s credit exposure share of the outstanding Loans under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure share of the outstanding Loans hereunder reflects such Lender’s Applicable Percentage ratable share of the outstanding aggregate Revolving Credit Exposures Committed Amount hereunder as specified on Schedule 1.1(a). On the Restatement Effective Date Date, (i) the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders then party to the Existing Credit Agreement, (A) accrued and unpaid facility fees under the Existing Credit Agreement through the Restatement Date, (B) accrued and unpaid interest on Loans under (and as defined in) the Existing Credit Agreement through the Restatement Date and (ii) the revolving loans previously made to the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred Departing Lenders under the Existing Credit Agreement which are remain outstanding on as of the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and date of this Credit Agreement shall be governed repaid in full (accompanied by any accrued and unpaid interest and fees thereon), the terms of) this Agreement.Departing

No Novation of Existing Credit Agreement. It is the intent of the parties hereto that, from and after the Restatement Effective Date, this Agreement (i) shall re-evidence the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents (including any fee letters or Notes delivered in connection therewith); and (iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such LenderXxxxxx’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date (and the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar EurodollarTerm Benchmark Loans and such reallocation described in this Section 1.06 and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof). All Revolving Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Revolving Loans and Obligations under (and shall be governed by the terms of) this Agreement.. (b)