Common use of Transitional Arrangements Clause in Contracts

Transitional Arrangements. On the Closing Date, this Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this §19. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreement.

Transitional Arrangements. On Upon the Closing Dateeffectiveness of this Agreement, this Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this §19Section 14.21. On This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsNotes” (as defined in the Existing Credit Agreement) shall continue under this Agreement be subsumed within and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans DocumentsNotes. All references to Each of the “Loans” (as defined in the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and Agreement) advanced by the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Existing Lenders and the Administrative Agent reserve all of their rights outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and each of the Guarantors hereby obligates itself again as defined in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and expenses, if any, expenses owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on at the Closing Datetimes set forth herein. Commencing on As of the Closing Date, the Commitment Fees and all other fees hereunder Existing Letters of Credit shall be payable by deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreementhereby affirm their respective obligations thereunder.

Transitional Arrangements. On This Agreement shall, on the Closing Date, this Agreement shall amend, restate and supersede the Existing Prior Credit Agreement in its entirety, except as expressly provided in this §19Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement and Agreement, the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsWC Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall continue under this be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the other Loan DocumentsLenders party hereto shall, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, make such allocations among the Commitment Fees and all other fees hereunder shall be payable Lenders as is necessary so that any outstanding Loans are held by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. On (a) This Agreement shall, on the Closing Date, this Agreement shall amend, restate and supersede the Existing Prior Credit Agreement in its entirety, except as expressly provided in this §19Section 10.20. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement Agreement, and the other Loan Documents ““Revolving Loans” and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (Swing Line Loans”, each as defined in the Existing Prior Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed converted to refer to this Agreement Revolving Loans and Swing Line Loans, as the provisions hereof. Without limiting case may be, as defined herein. (b) As soon as reasonably practicable after its receipt of its Notes hereunder on the generality of the foregoing and to the extent necessaryClosing Date, the Lenders and party to the Administrative Agent reserve all of their rights under the Existing Prior Credit Agreement and each will promptly return to the Borrower, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, Borrower held by such Lenders pursuant to the Existing Prior Credit Agreement. (c) All interest, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Prior Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), ) and shall be paid on the Closing Date. Commencing Date with respect to expenses and, with respect to interest and fees, on the Closing Datenext date on which a payment of interest or fees, as the Commitment Fees and all other fees hereunder shall case may be, is required to be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreementpaid hereunder.

Transitional Arrangements. On the Closing Restatement Effective Date, this Agreement shall amend, amend and restate and supersede the Existing Credit Agreement in its entirety, except as provided in this §19Section 10.21. On the Closing Restatement Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents Documents, the Existing Revolving Credit Loans shall continue as Revolving Credit Loans under this Agreement, the Existing Term Loans shall continue as Term Loans under this Agreement and the Existing Letters of Credit issued by any the L/C Issuer for the account of CAI the Borrower or any Guarantor prior to the Closing Restatement Effective Date shall be converted into continue as Letters of Credit under this Agreement Agreement, and the grant of security interest interests and Liens in the Collateral by the relevant Loan Parties Borrower and the Guarantors under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be governed by this Agreement and the other Loans Loan Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights Obligations under the Existing Credit Agreement and each the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue to be outstanding except as expressly modified by this Agreement and shall be governed in all respects by this Agreement and the other Loan Documents, it being agreed and understood that this Agreement represents a modification of, and does not constitute a novation, satisfaction, payment or reborrowing of the Guarantors hereby obligates itself again in respect of all present and future Obligations any Obligation under, inter alia, the Existing Credit Agreement or any other “Loan Documents” (as defined in the Existing Credit Agreement), nor does it operate as amended a waiver of any right, power or remedy of the Administrative Agent, the L/C Issuer or any Lender under any “Loan Documents” (as defined in the Existing Credit Agreement). In the event that any payment made by any Loan Party under the Existing Credit Agreement must be disgorged or otherwise returned by any Lender thereunder, such Lender shall be entitled to the benefits of the Existing Credit Agreement and restated by this Agreementthe Loan Parties shall unconditionally be obligated to repay the same along with any applicable interest and fees. All interest and interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Restatement Effective Date shall be calculated as of the Closing Restatement Effective Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Restatement Effective Date. Commencing on The Loan Parties acknowledge, represent and warrant that, as of the Closing Restatement Effective Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers they have no claims, defenses or offsets with respect to the Administrative Agent for the account Existing Credit Agreement or any of the Lenders “Loan Documents” (as defined in the Existing Credit Agreement) and that immediately prior to the effectiveness of this Agreement, the Existing Credit Agreement and such other Loan Documents are valid, binding and enforceable in accordance with this Agreementthe terms thereof.

Transitional Arrangements. On This Agreement shall, on the Closing Date, this Agreement shall amend, restate and supersede the Existing Prior Credit Agreement in its entirety, except as expressly provided in this §19Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement and Agreement, the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsWC Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall continue under this be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the other Loan DocumentsLenders party hereto shall, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, make such allocations among the Commitment Fees and all other fees hereunder shall be payable Lenders as is necessary so that any outstanding Loans are held by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. On This Agreement shall, on the Closing Date, this Agreement shall amend, restate and supersede the Existing Prior Credit Agreement in its entirety, except as expressly provided in this §19Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the "Security Documents" (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement and Agreement, the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” ("WC Loans" as defined in the Existing Prior Credit Agreement) Agreement shall continue under this be considered WC Loans as defined herein, the "Revolver Loans" as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the other Loan DocumentsLenders party hereto shall, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, make such allocations among the Commitment Fees and all other fees hereunder shall be payable Lenders as is necessary so that any outstanding Loans are held by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this each such Lender's Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any "WC Loans" or "Revolver Loans" outstanding under the Prior Credit Agreement on the Closing Date which are "Eurocurrency Rate Loans" (as defined under the Prior Credit Agreement) (each, a "Converted Loan") be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked "Substituted" or "Cancelled", as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. On Upon the Closing Dateeffectiveness of this Agreement, this Agreement shall amend, restate and supersede the Existing Credit Loan Agreement in its entirety, except as otherwise provided in this §19Section 14.21. On This Agreement constitutes an amendment and restatement of the Closing Existing Loan Agreement effective from and after the Second Amendment Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or any other Secured Party under the Existing Loan Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Loan Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Second Amendment Effective Date, the rights and obligations of the parties evidenced by under the Existing Credit Agreement shall be evidenced by this Loan Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsNotes” (as defined in the Existing Credit Loan Agreement) shall continue under this Agreement be subsumed within and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans DocumentsNotes. All references to The “Term Loan” (as defined in the Existing Credit Agreement Loan Agreement) advanced by the “Lenders” (as defined in any the Existing Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement Agreement) and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights outstanding under the Existing Credit Loan Agreement and each immediately prior to the effectiveness of this Agreement shall continue to be a portion of the Guarantors hereby obligates itself again in respect of Term Loan advanced by the Lenders hereunder, provided that all present and future Obligations underinterest, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, expenses owing or accruing under or in respect of the Existing Credit Loan Agreement through the Closing Second Amendment Effective Date shall be calculated as of the Closing Second Amendment Effective Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Second Amendment Effective Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreement.

Transitional Arrangements. (a) On the Closing Date, this Agreement shall amend, restate and supersede without the Existing Credit Agreement in its entirety, except as provided in this §19. On the Closing Datenecessity of any further action by any party, the rights and obligations outstanding principal amount of the parties evidenced by the Existing “Revolving Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsLoans” (as defined in the Existing Credit Agreement) shall continue be converted and continued as Revolving Credit Loans hereunder as if made by the Banks under and pursuant to this Agreement in accordance with their respective Commitment Percentages and the Banks hereunder shall make such additional Revolving Credit Loans and receive such repayments, as the case may be, if and to the extent 57 necessary to result in each Bank holding its respective Commitment Percentage of the outstanding Revolving Credit Loans as of the date hereof. (b) This Agreement amends and restates the Existing Credit Agreement in its entirety, and is not intended as and shall not be deemed to constitute a novation or discharge of the obligations evidenced by, or any transactions consummated under, the Existing Credit Agreement or the other Loan Documents (as defined in the Existing Credit Agreement), all of which remain in full force and effect as amended and restated by this Agreement and the other Loan Documents, . Notwithstanding the amendment and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed restatement of the Existing Credit Agreement by this Agreement Agreement, the Borrower shall continue to be liable to the Agent and the other Loans Documents. All references those Banks party to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed with respect to refer to this Agreement and agreements on the provisions hereof. Without limiting the generality part of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights Borrower under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of to pay all present and future Obligations underprincipal, inter aliainterest, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expensesother amounts that have accrued on or before the Closing Date (and have not been paid on or before such date) and to indemnify and hold harmless the Agent and such Banks from and against all claims, if anydemands, owing or accruing under or liabilities, damages, losses, costs, charges and expenses to which the Agent and such Banks may be subject arising in respect of connection with the Existing Credit Agreement through and as to which the Closing Date shall be calculated as of Borrower has agreed under the Closing Date (pro rated in Existing Credit Agreement to indemnify and hold harmless the case of any fractional periods), Agent and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreementsuch Banks.

Transitional Arrangements. On (a) Effective on the Closing Date, without the necessity of further action by any party: (i) the outstanding principal amount of the “Loans” (as defined in the Original Credit Agreement) owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Lenders pursuant to this Agreement; and (ii) each outstanding “Letter of Credit” (as defined in the Original Credit Agreement) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall amend, restate be entitled to the security and supersede subject to the Existing Credit Agreement in its entirety, except as provided provisions set forth in this §19Agreement. On Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, the rights and obligations each Lender whose Pro Rata Share of the parties combined Commitments of all of the Lenders has increased (as evidenced by the Existing difference for such Lender between its Pro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such Lender’s Pro Rata Share (expressed as a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination. (b) Except as otherwise provided in this Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be evidenced superseded by this Agreement Agreement, the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Existing Letters Original Credit Agreement shall be surrendered by the Lenders under the Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters without the necessity of Credit under this Agreement and further action by any party, the grant of security interest in the Collateral “Payment Guaranty” executed by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsPermitted Affiliates” (as such terms are defined in the Existing Original Credit Agreement) shall continue under this Agreement terminate and be of no further force and effect and the other Loan DocumentsPermitted Affiliates shall be released from all obligations thereunder, whether accruing before or after the Closing Date. As of the Closing Date, (i) Guarantor shall execute and shall not deliver a replacement Guaranty for the original Guaranty signed by Guarantor in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and connection with the other Loans Documents. All references to the Existing Original Credit Agreement (in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement substantially the same form as such original Guaranty) and (ii) upon Administrative Agent’s receipt of such executed original Guaranty on the provisions hereof. Without limiting the generality of the foregoing and to the extent necessaryClosing Date, the Lenders original Guaranty shall terminate and the Administrative Agent reserve all be of their rights under the Existing Credit Agreement no further force and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. effect. (c) All interest and all commitment, facility and other fees and expenses, if any, expenses owing or accruing under or in respect of the Existing Original Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders such date in accordance with the method specified in the Original Credit Agreement, as if it were still in effect. (d) All of the terms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, except as modified by this Agreement, and are hereby ratified and confirmed. To the extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in any other Loan Document, the terms and provisions hereof shall control.

Transitional Arrangements. On (a) Subject to subsection (e) below, effective on the Closing Date, without the necessity of further action by any party: (i) the outstanding principal amount of the “Loans” (as defined in the Original Credit Agreement) owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Lenders pursuant to this Agreement; and (ii) each outstanding “Letter of Credit” (as defined in the Original Credit Agreement) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall amend, restate be entitled to the security and supersede subject to the Existing Credit Agreement in its entirety, except as provided provisions set forth in this §19Agreement. On Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, the rights and obligations each Lender whose Pro Rata Share of the parties combined Commitments of all of the Lenders has increased (as evidenced by the Existing difference for such Lender between its Pro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such Xxxxxx’s Pro Rata Share (expressed as a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination. (b) Except as otherwise provided in this Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be evidenced superseded by this Agreement Agreement, the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Existing Letters Original Credit Agreement shall be surrendered by the Lenders under the Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of Credit issued by any L/C Issuer the Closing Date, (i) Guarantor shall execute and deliver a replacement Guaranty for the account original Guaranty signed by Guarantor in connection with the Original Credit Agreement (in substantially the same form as such original Guaranty) and (ii) upon Administrative Agent’s receipt of CAI prior to such executed original Guaranty on the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessaryDate, the Lenders original Guaranty shall terminate and the Administrative Agent reserve all be of their rights under the Existing Credit Agreement no further force and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. effect. (c) All interest and all commitment, facility and other fees and expenses, if any, expenses owing or accruing under or in respect of the Existing Original Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders such date in accordance with the method specified in the Original Credit Agreement, as if it were still in effect. (d) All of the terms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, except as modified by this Agreement, and are hereby ratified and confirmed. To the extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in any other Loan Document, the terms and provisions hereof shall control. (e) Notwithstanding the foregoing or anything to the contrary herein, the terms of the Original Credit Agreement applicable to “LIBOR Loans” (as defined in the Original Credit Agreement) shall continue in full force and effect and shall continue to apply to each LIBOR Loan with an “Interest Period” (as defined in the Original Credit Agreement) that commenced prior to the date hereof until the expiration of the then current Interest Period for such LIBOR Loan.

Transitional Arrangements. On the Closing Date, this Agreement shall amend, restate and supersede Date the Existing Credit Agreement in its entirety, except shall be amended and restated as provided set forth in this §19. On the Closing Date, Agreement and the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and Documents, the "Loans" as defined in Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date Agreement shall be converted into to Loans hereunder and the "Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (Credit" as defined in the Existing Credit Agreement) Agreement shall continue under this Agreement and the other Loan Documentsbe converted to Letters of Credit hereunder, and shall not in any event be terminated, extinguished without constituting a novation or annulled but shall hereafter be governed by this Agreement and the other Loans Documentsdischarge thereof. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessaryinterest, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing accrued under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro pro-rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers The Existing Banks agree to the Administrative Agent for the account collateral release of the Lenders "Vanuatu Vessel Mortgage," the "Parent Pledge Agreements," the "Dutch Guaranty," the "Dutch Pledge Agreement," the "Marine Assets Guaranty" and the "Marine Operators Guaranty," as those terms are defined in accordance with this the Existing Credit Agreement. The Existing Banks also agree to the partial release of certain Vessels subject to the "US Vessel Mortgage," as such term is defined in the Existing Credit Agreement.

Transitional Arrangements. (a) On the Closing Restatement Effective Date, replacement Letters of Credit issued by the Issuing Bank under this Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this §19. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and substituted for the Existing Letters of Credit issued by any L/C Issuer for BNY under the account Existing Credit Agreement, the effectiveness of CAI prior to the Closing Date shall be converted into which replacement Letters of Credit shall be conditioned on the surrender to BNY for cancellation of the corresponding Existing Letter of Credit. By execution of this Agreement, the Applicant and each Co-Applicant, as applicable, requests the Issuing Bank to issue such replacement Letters of Credit in substantially the same form as the Existing Letters of Credit they are to replace. The Applicant agrees to use its best efforts to cause each beneficiary of an Existing Letter of Credit to promptly surrender such Existing Letter of Credit in exchange for the corresponding replacement Letter of Credit. (b) Each Letter of Credit substituted for an Existing Letter of Credit pursuant to Section 3.3(a) hereof shall supersede such Existing Letter of Credit in its entirety, shall be deemed to be made under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Credit Documents. All references to . (c) As of the Restatement Effective Date, except as otherwise provided in this Agreement, the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be superseded by this Agreement and the Credit Documents and shall be of no further force and effect. (d) Until such time as an Existing Letter of Credit is surrendered to BNY for cancellation, such Existing Letter of Credit shall be deemed to refer be a Letter of Credit issued hereunder, and BNY shall be entitled to this Agreement the rights and the provisions hereof. Without limiting the generality benefits of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again Issuing Bank hereunder in respect of all present such Existing Letter of Credit for purposes of the obligations (i) of the Applicant and future Obligations under, inter alia, the Existing Credit AgreementCo-Applicant, as amended the case may be, to reimburse BNY for any payments of drafts under such Existing Letter of Credit as provided in Sections 2.1(c) and restated 2.3 hereof and to indemnify BNY as provided in Section 10.10, and (ii) of each Bank, as defined herein, to participate in and to make available for BNY’s account such Bank’s Commitment Percentage of the amount of any unreimbursed draft on such Existing Letter of Credit as provided in Section 2.2 hereof. Each Existing Letter of Credit shall be entitled to the benefits of the security otherwise provided under Section 2.14 for the Letter of Credit issued hereunder in replacement for such Existing Letter of Credit for so long as it remains outstanding or any draft thereunder has not been fully reimbursed. In no event shall the maturity date of any Existing Letter of Credit be extended by this Agreement. BNY and as to any Existing Letter of Credit pursuant to the terms of which the Stated Expiration Date would be automatically extended, unless the beneficiary thereof is notified in advance of the then scheduled expiration date that such scheduled expiration date will not be extended, BNY shall give such a notice of non-extension to the beneficiary at the earliest permitted opportunity following the Restatement Effective Date if such a notice has not been given prior to the Restatement Effective Date. (e) All interest interest, commissions and all commitment and other fees and expenses, if any, expenses owing or accruing accrued under or in respect of the Existing Credit Agreement through and the Closing Date Existing Letters of Credit not replaced hereunder, shall be calculated as of the Closing Restatement Effective Date (pro rated prorated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders such date in accordance with this the method specified in the Existing Credit Agreement, as if it were still in effect.

Transitional Arrangements. On This Agreement shall, on the Closing Date, this Agreement shall amend, restate and supersede the Existing Prior Credit Agreement in its entirety, except as expressly provided in this §19Section 10.21. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement and Agreement, the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsWC Revolver Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall continue under this be converted to WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be converted to Revolver Loans as defined herein and the other Loan DocumentsLenders party hereto shall, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, make such allocations among the Commitment Fees and all other fees hereunder shall be payable Lenders as is necessary so that any outstanding Loans are held by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Revolver Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurodollar Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. On (a) This Agreement shall, on the Closing Date, this Agreement shall amend, restate and supersede the Existing Prior Credit Agreement in its entirety, except as expressly provided in this §19Section 10.21. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement Agreement, and the other Loan Documents ““Revolving Loans” and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (Swing Line Loans”, each as defined in the Existing Prior Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed converted to refer to this Agreement Revolving Loans and Swing Line Loans, as the provisions hereof. Without limiting case may be, as defined herein. (b) As soon as reasonably practicable after its receipt of its Notes hereunder on the generality of the foregoing and to the extent necessaryClosing Date, the Lenders and party to the Administrative Agent reserve all of their rights under the Existing Prior Credit Agreement and each will promptly return to the Borrower, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, Borrower held by such Lenders pursuant to the Existing Prior Credit Agreement. (c) All interest, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Prior Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), ) and shall be paid on the Closing Date. Commencing Date with respect to expenses and, with respect to interest and fees, on the Closing Datenext date on which a payment of interest or fees, as the Commitment Fees and all other fees hereunder shall case may be, is required to be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreementpaid hereunder.

Transitional Arrangements. On This Agreement shall, on and as of the Closing Date, this supersede that certain Loan and Security Agreement shall amenddated as of April 24, restate 1998 among Mothers Work, Inc., Cave Springs, Inc., and supersede certain other entities from time to time party thereto as borrowers, and Fleet Retail Group, Inc., as assignee of Fleet Capital Corporation, as lender (the Existing Credit Agreement “First Agreement”), in its entirety, except as provided in this §19Section 14.25. On the Closing Date, the rights and obligations of the parties evidenced by under the Existing Credit First Agreement shall be evidenced subsumed within and governed by this Agreement and , provided, however, (a) that each of the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents“ Loans” (as defined in the Existing Credit First Agreement) outstanding under the First Agreement on the Closing Date shall continue to bear interest up to the Closing Date at the rate at which they bear interest under the First Agreement and, on and after the Closing Date, all of such Loans under the First Agreement shall be converted to Revolving Credit Loans hereunder and shall bear interest at the rates set forth hereunder; (b) that any Letter of Credit outstanding under the First Agreement on the Closing Date shall for the purposes of this Agreement Agreement, together with the Special Purpose Credit, be a L/C hereunder; (c) that each and the every other Loan DocumentsDocument under the First Agreement shall, unless explicitly restated, substituted or replaced in connection herewith, continue in full force and shall not in effect and that any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All all references therein to the Existing Credit First Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer constitute references to this Agreement and the provisions hereof. Without limiting the generality Agreement; and (d) all fees, letter of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and credit fees and expenses, if any, other fees and expenses owing or accruing under or in respect of the Existing Credit First Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this the method and on the dates, specified in the First Agreement, as if the Restated Agreement were still in effect.

Transitional Arrangements. On the Closing Date, this This Credit Agreement shall amend, restate and supersede the Existing Original DIP Credit Agreement in its entirety, except as provided in this §19ss.29. On the Closing Date, the rights and obligations of the parties evidenced by under the Existing Original DIP Credit Agreement shall be evidenced by this Agreement and the other Loan Documents "Notes" defined therein shall be subsumed within and be governed by this Credit Agreement and the Notes; PROVIDED however, that any of the "Loans" (as defined in Original DIP Credit Agreement) outstanding under the Original DIP Credit Agreement shall, for purposes of this Credit Agreement, be Loans hereunder, any "Unpaid Reimbursement Obligations" (as defined in the Original DIP Credit Agreement) shall, for purposes of this Credit Agreement, be Letter of Credit Obligations hereunder, and any of the Existing Letters of Credit issued by any L/C Issuer shall, for the account purposes of CAI prior to the Closing Date shall this Credit Agreement, be converted into Letters of Credit under this Agreement and hereunder. Upon its receipt of the grant of security interest in Notes to be delivered hereunder on the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan DocumentsClosing Date, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references each Lender will promptly return to the Existing Credit Agreement in any Loan Document Borrowers, marked "Cancelled" or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and "Replaced", the provisions hereof. Without limiting the generality notes of the foregoing and Borrowers held by such Lender pursuant to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Original DIP Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and all commitment, facility and other fees and expenses, if any, expenses owing or accruing under or in respect of the Existing Original DIP Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders Date in accordance with this the method specified in the Original DIP Credit Agreement, as if the Original DIP Credit Agreement were still in effect.

Transitional Arrangements. On the Closing Date, this Credit Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this §19. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Credit Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Credit Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Credit Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Credit Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Credit Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Credit Agreement.

Transitional Arrangements. On the Closing Date, this (a) This Agreement shall amend, restate and supersede the Existing Credit Original Agreement in its entirety, except as otherwise provided in this §19Section 8.25. On the Closing Date, the rights and obligations of the parties evidenced by under the Existing Credit Agreement shall be evidenced by this Agreement Original Agreement, the “Notes” and the other Loan Documents “Note Assumptions” and the Existing any Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (as such terms are defined in the Existing Credit Original Agreement) shall continue under this Agreement be subsumed within and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement Agreement, the Notes and the other Loans DocumentsNote Assumptions; provided however, that any of the obligations and liabilities of Borrower under the Original Agreement outstanding under the Original Agreement shall, for purposes of this Agreement, be obligations and liabilities hereunder. All references The Lenders’ interests in such obligations and liabilities shall be reallocated on the Closing Date in accordance with each Lender’s applicable Percentage. (b) Upon its receipt of the Notes and the Note Assumptions to be delivered hereunder on the Closing Date, each Lender will promptly return to Borrower, marked “Cancelled” or “Replaced,” the notes and note assumptions of Borrower held by such Lender pursuant to the Existing Credit Original Agreement. In the event that any Lender does not return its note or note assumption pursuant to the Original Agreement in any Loan Document or other document or instrument delivered in connection therewith within thirty (30) days after the Closing Date, Borrower shall be deemed entitled to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and receive an affidavit from such Lender with respect to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. unreturned note. (c) All interest and all commitment, facility and other fees and expenses, if any, owing expenses due as of the Closing Date or accruing under or in respect of the Existing Credit Original Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated with the Unused Facility Fee (as defined in the case Original Agreement) and Letter of Credit Fee (as defined in the Original Agreement) prorated for any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders Date in accordance with this Agreementthe method specified in the Original Agreement as if such agreement were still in effect.

Transitional Arrangements. (a) On the Closing Effective Date, replacement Letters of Credit issued by the Issuing Bank under this Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this §19. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and substituted for the Existing Letters of Credit issued by any L/C Issuer for PNC under the account Existing Credit Agreement, the effectiveness of CAI prior to the Closing Date shall be converted into which replacement Letters of Credit shall be conditioned on the surrender to PNC for cancellation of the corresponding Existing Letter of Credit. By execution of this Agreement, the Applicant and each Co-Applicant, as applicable, requests the Issuing Bank to issue such replacement Letters of Credit in substantially the same form as the Existing Letters of Credit they are to replace. The Applicant agrees to use its best efforts to cause each beneficiary of an Existing Letter of Credit to promptly surrender such Existing Letter of Credit in exchange for the corresponding replacement Letter of Credit. (b) Each Letter of Credit substituted for an Existing Letter of Credit pursuant to Section 3.3(a) hereof shall supersede such Existing Letter of Credit in its entirety, shall be deemed to be made under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Credit Documents. All references to . (c) As of the Effective Date, except as otherwise provided in this Agreement, the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be superseded by this Agreement and the Credit Documents and shall be of no further force and effect. (d) Until such time as an Existing Letter of Credit is surrendered to PNC for cancellation, such Existing Letter of Credit shall be deemed to refer be a Letter of Credit issued hereunder, and PNC shall be entitled to this Agreement the rights and the provisions hereof. Without limiting the generality benefits of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again Issuing Bank hereunder in respect of all present such Existing Letter of Credit for purposes of the obligations (i) of the Applicant and future Obligations under, inter alia, the Existing Credit AgreementCo-Applicant, as amended the case may be, to reimburse PNC for any payments of drafts under such Existing Letter of Credit as provided in Sections 2.1(c) and restated 2.3 hereof and to indemnify PNC as provided in Section 10.10, and (ii) of each Bank, as defined herein, to participate in and to make available for PNC’s account such Bank’s Commitment Percentage of the amount of any unreimbursed draft on such Existing Letter of Credit as provided in Section 2.2 hereof. Each Existing Letter of Credit shall be entitled to the benefits of the security otherwise provided under Section 2.14 for the Letter of Credit issued hereunder in replacement for such Existing Letter of Credit for so long as it remains outstanding or any draft thereunder has not been fully reimbursed. In no event shall the maturity date of any Existing Letter of Credit be extended by this Agreement. PNC and as to any Existing Letter of Credit pursuant to the terms of which the Stated Expiration Date would be automatically extended, unless the beneficiary thereof is notified in advance of the then scheduled expiration date that such scheduled expiration date will not be extended, PNC shall give such a notice of non-extension to the beneficiary at the earliest permitted opportunity following the Effective Date if such a notice has not been given prior to the Effective Date. (e) All interest interest, commissions and all commitment and other fees and expenses, if any, expenses owing or accruing accrued under or in respect of the Existing Credit Agreement through and the Closing Date Existing Letters of Credit not replaced hereunder, shall be calculated as of the Closing Effective Date (pro rated prorated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders such date in accordance with this the method specified in the Existing Credit Agreement, as if it were still in effect.

Transitional Arrangements. On the Closing Date, this Agreement shall amend, restate and supersede Date the Existing Credit Agreement in its entirety, except shall be amended and restated as provided set forth in this §19. On the Closing Date, Agreement and the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and Documents, the "Loans" as defined in Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date Agreement shall be converted into to Loans hereunder and the "Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (Credit" as defined in the Existing Credit Agreement) Agreement shall continue under this Agreement and the other Loan Documentsbe converted to Letters of Credit hereunder, and shall not in any event be terminated, extinguished without constituting a novation or annulled but shall hereafter be governed by this Agreement and the other Loans Documentsdischarge thereof. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessaryinterest, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing accrued under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro pro-rated in the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers The Existing Banks agree to the Administrative Agent for the account collateral release of the Lenders "Vanuatu Vessel Mortgage," the "Parent Pledge Agreements," the "Dutch Guaranty," the "Dutch Pledge Agreement," the "Marine Assets Guaranty" and the "Marine Operators Guaranty," as those terms are defined in accordance with this Agreement.the

Transitional Arrangements. (a) On the Closing Date, this Agreement shall amend, restate and supersede without the Existing Credit Agreement in its entirety, except as provided in this §19. On the Closing Datenecessity of any further action by any party, the rights and obligations outstanding principal amount of the parties evidenced by the Existing “Revolving Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “Loan DocumentsLoans” (as defined in the Existing Credit Agreement) shall continue be converted and continued as Revolving Credit Loans hereunder as if made by the Banks under and pursuant to this Agreement in accordance with their respective Commitment Percentages and the Banks hereunder shall make such additional Revolving Credit Loans and receive such repayments, as the case may be, if and to the extent necessary to result in each Bank holding its respective Commitment Percentage of the outstanding Revolving Credit Loans as of the date hereof. (b) This Agreement amends and restates the Existing Credit Agreement in its entirety, and is not intended as and shall not be deemed to constitute a novation or discharge of the obligations evidenced by, or any transactions consummated under, the Existing Credit Agreement or the other Loan Documents (as defined in the Existing Credit Agreement), all of which remain in full force and effect as amended and restated by this Agreement and the other Loan Documents, . Notwithstanding the amendment and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed restatement of the Existing Credit Agreement by this Agreement Agreement, the Borrower shall continue to be liable to the Agent and the other Loans Documents. All references those Banks party to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed with respect to refer to this Agreement and agreements on the provisions hereof. Without limiting the generality part of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights Borrower under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of to pay all present and future Obligations underprincipal, inter aliainterest, the Existing Credit Agreement, as amended and restated by this Agreement. All interest and fees and expensesother amounts that have accrued on or before the Closing Date (and have not been paid on or before such date) and to indemnify and hold harmless the Agent and such Banks from and against all claims, if anydemands, owing or accruing under or liabilities, damages, losses, costs, charges and expenses to which the Agent and such Banks may be subject arising in respect of connection with the Existing Credit Agreement through and as to which the Closing Date shall be calculated as of Borrower has agreed under the Closing Date (pro rated in Existing Credit Agreement to indemnify and hold harmless the case of any fractional periods), Agent and shall be paid on the Closing Date. Commencing on the Closing Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with this Agreementsuch Banks.

Transitional Arrangements. On the Closing Restatement Date, this Agreement shall amend, restate and supersede amend the Existing Credit Original Agreement in its entirety, except as provided in this §19. On the Closing Restatement Date, the rights and obligations of the parties evidenced by the Existing Credit Original Agreement shall be evidenced by this Agreement and the other Loan Documents and the Existing existing Letters of Credit issued by any L/C Issuer for the account of CAI Borrower prior to the Closing Restatement Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Original Agreement and the other “Loan Documents” (as defined in the Existing Credit Original Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Loan Documents. All references to the Existing Credit Original Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Original Agreement and each of the Guarantors Guarantor hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Original Agreement, as amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Original Agreement through the Closing Restatement Date shall be calculated as of the Closing Restatement Date (pro rated in the case of any fractional periods), and shall be paid on the Closing Restatement Date. Commencing on the Closing Restatement Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers Borrower to the Administrative Agent for the account of the Lenders in accordance with this Agreement.

Transitional Arrangements. (a) On the Closing First Amendment Effective Date, this Agreement shall amend, restate and supersede (i) the Existing Credit Agreement credit facilities described in its entirety, except as provided in this §19. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced amended, supplemented and modified in their entirety by the facilities described in the Amended Credit Agreement, and all loans and other obligations of the Borrowers outstanding as of the First Amendment Effective Date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described in the Amended Credit Agreement, without any further action by any Person; provided, however, that any Loans bearing interest under the LIBOR Rate Option (as defined in the Existing Credit Agreement) outstanding immediately before giving effect to this Amendment shall continue to bear interest after the First Amendment Effective Date at the applicable rate under the LIBOR Rate Option for the Interest Period (as defined in the Existing Credit Agreement) in effect for such outstanding Loan immediately before giving effect to this Amendment (and at the end of the applicable Interest Period for any such outstanding Loan, the Borrowers shall either (x) convert such Loan to bear interest under the Base Rate Option or the Term SOFR Rate Option in accordance with the terms of the Amended Credit Agreement or (y) repay such Loan in full in accordance with the terms of the Amended Credit Agreement), (ii) all “Letters of Credit” issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the First Amendment Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) the Amended Credit Agreement and (iii) all obligations constituting “Obligations” under and as defined in the Existing Credit Agreement or any other Loan Document owing to any Lender which are outstanding on the First Amendment Effective Date and are not being paid on such date shall continue as Obligations under the Amended Credit Agreement and the other Loan Documents and Documents. For the Existing Letters avoidance of Credit issued by doubt, any L/C Issuer for Loans first borrowed on the account of CAI prior to the Closing First Amendment Effective Date shall be converted into Letters of Credit bear interest under this Agreement and the grant of security interest Base Rate Option or the Term SOFR Rate Option (each as defined in the Collateral by Amended Credit Agreement) in accordance with the Amended Credit Agreement. (b) On the First Amendment Effective Date, the Administrative Agent shall make such reallocations, sales, assignments or other relevant Loan Parties actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that such Xxxxxx’s pro rata share of the outstanding Loans under the Amended Credit Agreement reflect such Xxxxxx’s pro rata share of the outstanding aggregate Loans on the First Amendment Effective Date based on its Ratable Share after giving effect to this Amendment, provided that each of the Lenders agrees to waive any right to compensation under Section 5.10 in connection with the reallocation and transactions described above. On the other First Amendment Effective Date (i) each Lender shall be deemed to have purchased a participation in each outstanding Letter of Credit in accordance with its Ratable Share after giving effect to this Amendment, (ii) to the DMFIRM #404876630 v5 2 extent necessary, each Lender shall fund Revolving Credit Loans (or receive payment of its “Loan DocumentsRevolving Credit Loans”, as defined in the Existing Credit Agreement) such that the Revolving Credit Loans of each of the Lenders on the First Amendment Effective Date after giving effect to this Amendment are equal to its Ratable Share of the Revolving Credit Loans of all of the Lenders outstanding on the First Amendment Effective Date after giving effect to this Amendment and (iii) the Borrowers shall prepay the “Loans” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents), and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, so that the Revolving Credit Exposure on the First Amendment Effective Date after giving effect to this Amendment shall not exceed the aggregate Revolving Credit Commitments of the Lenders after giving effect to this Amendment. The requirements under Section 11.8 of the Existing Credit Agreement and requirements in respect of minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the Administrative Agent reserve all Amended Credit Agreement shall not apply to the transactions effected pursuant to this Section 3. (c) As described in more detail in Section 11 hereof, it is the express intent of their rights the parties hereto that the Amended Credit Agreement is entered into not in substitution for, and not in payment of, the obligations of the Borrowers under the Existing Credit Agreement and each is in no way intended to constitute a novation of any of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated Borrowers’ indebtedness which was evidenced by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as or any of the Closing Date other Loan Documents. (pro rated in d) On the case of any fractional periods), and shall be paid on the Closing Date. Commencing on the Closing First Amendment Effective Date, the Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for will record the account of changes in the Lenders Revolving Credit Commitments in accordance with this Agreementthe Register.