Common use of Amendment and Restatement; No Novation Clause in Contracts

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreement effective from and after the Closing Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any debt Indebtedness or other obligations Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Restatement Effective Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, Agreement shall be deemed to be loans Loans and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent and participations in Letters of Credit and Swing Line Loans shall make such transfers of funds be deemed to be reallocated as are necessary in order that the outstanding balance of such Loansparticipations, together with any Loans funded on the Closing Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any the other Loan Document Documents based on facts or events occurring or existing prior to the execution and delivery of this AgreementAgreement and the other Loan Documents. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers Borrower and each other Credit Party outstanding as of such date under the Existing Credit Agreement, as amended, to Agreement and the extent not repaid in accordance with the terms hereinother Loan Documents, shall be deemed to be loans and obligations outstanding under the corresponding facilities described hereinherein and in the other Loan Documents, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. Notwithstanding the foregoing, each Lender party hereto that was a lender in respect of the Existing Credit Agreement immediately prior to the effectiveness of this Agreement hereby waives any claim for compensation pursuant to Section 3.5 of the Existing Credit Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Loan Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent any Lender under the Existing Credit Loan Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Loan Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Loan Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments Revolving Credit Commitment of the Lenders hereunder. All Liens securing the “Obligations” as defined in the Existing Loan Agreement are hereby renewed and extended to secure the Secured Obligations.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 4.01, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Facilities, and the Existing Facilities shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any debt Loans or other obligations Obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans Loans, Letters of Credit and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans loans, letters of credit and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans loans, letters of credit and obligations outstanding under the corresponding facilities described herein, without any further action by any PersonPerson (including, without limitation, any Assignment and Assumption), except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such the Revolving Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on any facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, (a) the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified amended and restated in their entirety supplemented by the credit facilities described herein, and (b) all loans and other obligations of the Borrowers Loans outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, Agreement shall be deemed to be loans Loans outstanding hereunder and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds and adjustments to the Register as are necessary in order that the outstanding balance of such Loans, together with any Loans funded hereunder on the Closing Date, reflect the respective Commitments of the Lenders hereunder, and (c) all Existing Letters of Credit outstanding as of such date under the Existing Credit Agreement shall be deemed to be Letters of Credit outstanding hereunder, in each case, without further action by any Person.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in necessaryin order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments Applicable Percentages of the Lenders hereunderhereunder and the Borrowers agree to pay any amounts required pursuant to Section 3.05 in connection with such transfers as if all Loans under the Existing Credit Agreement were repaid on the Closing Date, to the extent not waived by the applicable Lenders.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts facts, events or events circumstances occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers Southwest outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Refinancing Term Loan shall be used to refinance the Existing Term Loan and the Administrative Agent shall make such transfers of funds as are necessary in order that to effectuate the outstanding balance intent of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunderthis Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 5.1, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Revolving Facility, and the Existing Revolving Facility shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any debt Loans or other obligations Obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans Loans, Letters of Credit and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreement effective from and after the Closing Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any debt Indebtedness or other obligations Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Restatement Effective Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, Agreement shall be deemed to be loans Loans and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent and participations in Letters of Credit and Swing Line Loans shall make such transfers of funds be deemed to be reallocated as are necessary in order that the outstanding balance of such Loansparticipations, together with any Loans funded on the Closing Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder.. 174

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreement effective from and after the Closing Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any debt Indebtedness or other obligations Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing DateRestatement Effective date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, Agreement shall be deemed to be loans Loans and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent and participations in Letters of Credit shall make such transfers of funds be deemed to be reallocated as are necessary in order that the outstanding balance of such Loansparticipations, together with any Loans funded on the Closing Restatement Effective Date, reflect the he respective Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 4.01, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Facility, and the Existing Facility shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any debt Loans or other obligations Obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans Loans, Letters of Credit and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments Revolving Credit Commitment of the Lenders hereunder.hereunder and the Borrower agrees to pay any amounts required pursuant to Section 4.9 in connection with such transfers as if all Loans under the Existing Credit Agreement were repaid on the Closing Date, to the extent not waived by the applicable Lenders. SECTION 11.26

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 5.1, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Revolving Facility, and the Existing Revolving Facility shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any debt Loans or other obligations Obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans Loans, Letters of Credit and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder.. [Signatures on Following Pages]

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreement effective from and after the Closing Agreement Date. The execution and delivery of this Agreement shall not constitute a novation of any debt Loans, Letter of Credit Liabilities or other obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Agreement Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans Loans, Letters of Credit and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Agreement Date, reflect the respective Commitments and Loans of the Lenders hereunder.. [Signatures on Following Pages]

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans loans, letters of credit and obligations outstanding under the corresponding facilities described herein, without any further action by any PersonPerson (including, without limitation, any Assignment and Assumption), except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such the Revolving Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder.. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date. 112 11863223v8 24740.00050

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreements effective from and after the Closing Agreement Date. Upon satisfaction of the conditions precedent set forth in Section 5.1, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Facilities, and the Existing Facilities shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any debt Loans, Letter of Credit Liabilities or other obligations Obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement or any other Loan Document Agreements based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreements shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit AgreementAgreements, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans Loans, Letters of Credit and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described hereinin accordance herewith, and all loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make arrange such transfers of funds among the Lenders under the Existing Credit Agreement and the Lenders under this Agreement as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans and obligations outstanding under the corresponding facilities described hereinherein (it being acknowledged and agreed that the Revolving Credit Facility is the corresponding facility for the Revolving Credit (UK) Facility (as defined in the Existing Credit Agreement)), without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Revolving Credit Loans funded on the Closing Date, reflect the respective Commitments and Loans of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of that certain Amended and Restated Credit Agreement, dated as of December 2, 2010, among TWTC, the Borrower, the lenders party thereto and Xxxxx Fargo, as administrative agent (the “Existing Credit Agreement, as amended”), effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders lenders or the Administrative Agent administrative agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans and obligations outstanding under the corresponding facilities described hereinherein and the term loans outstanding under the Existing Credit Agreement shall be deemed to be repaid and refinanced with the Initial Term Loan, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. On the Closing Date, all outstanding loans under the Existing Credit Agreement made by any Person that is a “Lender” under the Existing Credit Agreement who is not a Lender hereunder (each, an “Exiting Lender”) shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Exiting Lender shall be terminated.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreement effective from and after the Closing Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any debt Indebtedness or other obligations Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Restatement Effective Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, Agreement shall be deemed to be loans Loans and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent and participations in Letters of Credit and Swing Line Loans shall make such transfers of funds be deemed to be reallocated as are necessary in order that the outstanding balance of such Loansparticipations, together with any Loans funded on the Closing Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder.. 171

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified modified, renewed, extended and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans Loans and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by this Agreement and the credit facilities described herein, and all loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary the appropriate recordations in order the Register so that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect (i) the respective Revolving Credit Commitments and Initial Term Loan Commitments of the Lenders hereunderhereunder and (ii) the respective Revolving Credit Commitment and Initial Term Loan Commitment of each Lender as set forth on its Lender Authorization and Consent.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment amendment, extension and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders Lenders, Issuing Bank, Swingline Lender or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrowers Borrower outstanding as of such date under the LEGAL02/33559407v8 Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans Loans (as defined in the Existing Credit Agreement) and other obligations Obligations (as defined in the Existing Credit Agreement) of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, Agreement shall be deemed to be loans Loans and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such LoansLoans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, together with any Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 6.1, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Facilities, and the Existing Credit Facilities shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any debt Loans, Letter of Credit Liabilities or other obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, as amended, Agreement shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans Loans, Letters of Credit and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder.