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

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Credit Agreement (as amended) effective from and after the Restatement 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 the Administrative Agent under the Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Fourth Amended and Restated Credit Agreement shall be deemed to be Loans and Loan 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Credit Agreement (as amended) effective from and after the Restatement 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 the Administrative Agent under the Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Date, subject to the credit facilities described satisfaction of the conditions set forth in Section 3.1, (a) the Fourth Amended and Restated Existing Credit Agreement shall be amended, supplemented, modified amended and restated in their its entirety by this Agreement and (i) all references to the facilities described hereinExisting Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Credit Agreement as amended and restated hereby, (ii) all loans and other obligations references to any section (or subsection) of the Borrower outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement in any Loan Document (other than this Agreement) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be Loans references to the Existing Credit Agreement as amended and Loan Obligations outstanding under restated hereby, (b) the Schedules attached hereto hereby replace in their entirety the corresponding facilities described herein, without any further action by any Person, except that Schedules attached to 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of Effective Date (including, without limitation, Schedule 2.1 hereto which sets forth the Restatement Agreement shall be exchanged and replaced as described herein and in Commitments with respect to the Restatement Agreement, Initial Term Loan and the Administrative Agent shall make such transfers of funds as are necessary Revolving Loan Commitments) and (c) the Exhibits attached hereto hereby replace in order that their entirety the outstanding balance of such Loans, together with any Loans funded on corresponding Exhibits attached to the Restatement Existing Credit Agreement prior to the Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject not intended to Section 5 constitute, and does not constitute, a novation of the Restatement Agreement, obligations and liabilities under the terms Existing Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and provisions of which are incorporated herein by reference as if fully set forth hereinliabilities.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) Agreement, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans the “Initial Term Loans” and “Revolving Credit Loans” and other obligations of the Borrower outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Initial Term Loans, Revolving Credit Loans and Loan Obligations or other obligations, respectively, outstanding under the corresponding facilities described herein, without any further action by any Person, except that and in connection therewith the Lenders under this Agreement shall make available to 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreementamounts, and the Administrative Agent shall make such transfers of funds funds, as are necessary in order that (i) the outstanding balances of such Term Loans reflect the respective Term Loan Commitments of the Term Loan Lenders hereunder and (ii) the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment Revolving Credit Commitments of the Revolving Credit Lenders hereunder. In furtherance of hereunder and the foregoing, each of the Lenders hereby authorizes the Administrative Agent Borrower agrees to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject pay any amounts required pursuant to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference 5.9 in connection with such transfers as if fully set forth hereinall Loans under the Existing Credit Agreement were repaid on the Closing Date. No Swingline Loans are outstanding on the Closing Date.

Amendment and Restatement; No Novation. This The parties to this Agreement constitutes an amendment and restatement of agree that, upon (a) the Fourth Amended and Restated Credit Agreement (as amended) effective from and after the Restatement Effective Date. The execution and delivery by each of the parties hereto of this Agreement and (b) satisfaction or waiver of the conditions set forth in Section 3.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation or termination of any indebtedness or other obligations owing to the Lenders or the Administrative Agent Obligations under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans “Revolving Credit Loans” and other obligations of the Borrower “Obligations” outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement (to the extent not repaid on the Closing Date), shall be deemed to be Revolving Credit Loans and Loan Obligations outstanding under the corresponding facilities described hereinhereunder, without any further action by any Person, except that the Administrative Agent shall make such reallocations of Revolving Credit Commitments and transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment Revolving Credit Commitments of the Lenders hereunder. In furtherance hereunder and each Lender party hereto hereby waives any requirement to compensate such Lender for any and all losses, costs and expenses incurred by such Lender in connection with such reallocations and transfers required pursuant to Section 2.19(e) of the foregoingExisting Credit Agreement. Certain lenders under the Existing Credit Agreement will not be Lenders under this Agreement and, on the Closing Date, the loans and commitments of each such departing lender will be paid in full and terminated on a non-pro rata basis and each of the Lenders parties hereto hereby authorizes the Administrative Agent consents to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended prepayment and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereintermination.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated 2016 Credit Agreement (as amended) effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to any Secured Party under the Lenders 2016 Credit Agreement or the Administrative Agent under other “Loan Documents” (as defined in the Fourth Amended and Restated 2016 Credit Agreement based on facts Agreement) or events occurring be deemed to be a repayment of all or existing prior to the execution and delivery any portion of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any such indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreementobligations. On the Restatement Effective Closing Date, (a) the credit facilities described in the Fourth Amended and Restated 2016 Credit Agreement shall be amended, supplemented, modified amended and restated in their entirety supplemented by the credit facilities described herein, and (b) all loans “Loans,” “Letters of Credit,” and other obligations of the Borrower “Borrowers” and “Loan Parties” (in each case as defined in the 2016 Credit Agreement) outstanding as of such date under the Fourth Amended and Restated 2016 Credit Agreement shall be deemed to be Loans Loans, Letters of Credit, and other obligations of the Borrowers and Loan Obligations Parties outstanding under the corresponding facilities described herein, without and (c) any further action by reference to the 2016 Credit Agreement in any Person, except that the Administrative Agent Loan Document 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature be a reference to this Agreement. Unless otherwise provided in this Agreement being conclusive evidence of such authorization). On or in any other Loan Document, any fees and interest accrued under the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated 2016 Credit Agreement immediately prior shall accrue up to (but not including) the effectiveness of Closing Date at the Restatement Agreement shall be exchanged and replaced as described herein rates and in the Restatement manner provided in the 2016 Credit Agreement but shall be due and payable at the times and in the manner provided under this Agreement. All costs and expenses which were due and owing under the 2016 Credit Agreement and related Loan Documents shall continue to be due and owing under, and the Administrative Agent shall make such transfers of funds as are necessary be due and payable in order that the outstanding balance of such Loansaccordance with, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement this Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) Agreement, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other (x) the obligations owing to and liabilities (including the Lenders Obligations) under the Existing Credit Agreement or the Administrative Agent under the Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing other Loan Documents as in effect prior to the execution and delivery of this Agreement, and Closing Date or (y) the execution and delivery of the Restatement Existing Credit Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing other Loan Documents as in effect prior to the execution and delivery of the Restatement AgreementClosing Date. On the Restatement Effective Closing Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower and each other Credit Party outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement and the other Loan Documents shall be deemed to be Loans loans and Loan Obligations 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 Restatement Effective Closing Date, reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance From and after the Closing Date, all references to the “Credit Agreement” contained in the Loan Documents shall be deemed to refer to this Agreement. Nothing herein shall impair or adversely affect the continuation of the liability of the Credit Parties for the obligations or the security interests and Liens heretofore granted, pledged or assigned to the Agent pursuant to the Loan Documents. Notwithstanding the foregoing, each Lender party hereto that was a lender in respect of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of the Restatement this Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with hereby waives any Loans funded on the Restatement Effective Date, reflect the respective Commitment claim for compensation pursuant to Section 10.7 of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Existing Credit Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) effective from and after the Restatement 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 the Administrative Domestic Agent under the Fourth Amended and Restated Existing Credit Agreement based on any facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement shall be amended, supplemented, modified amended and restated in their entirety supplemented by the facilities Facilities described herein, and all loans loans, Letters of Credit, and other obligations of the Borrower and the L/C Account Parties outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement shall be deemed to be Loans loans, Letters of Credit, and Loan Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person. Unless otherwise provided in any other Credit Document, except that any fees and interest accrued under the Administrative Agent Existing Credit Agreement shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on accrue up to (but not including) the Restatement Effective Date, reflect Date at the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein rates and in the Restatement manner provided in the Existing Credit Agreement but shall be due and payable at the times and in the manner provided under this Agreement. All costs and expenses which were due and owing under the Existing Agreement shall continue to be due and owing under, and the Administrative Agent shall make such transfers of funds as are necessary be due and payable in order that the outstanding balance of such Loansaccordance with, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement this Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) Agreement, effective from and after the Restatement 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 the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan Obligations obligations outstanding under the corresponding facilities facility 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 Restatement Effective Date, loans and obligations reflect the respective Commitment Loans and Commitments of the Lenders hereunder. In furtherance hereunder in accordance with Schedule 2.1 (it being understood that to effect the Loans, Commitments and Applicable Percentages, as applicable, in accordance with Schedule 2.1, (x) all requisite assignments of the foregoing, each of commitments and/or loans shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (but without the payment of any related assignment fee) and (y) the parties hereby authorizes consent to all reallocations and assignments of commitments and loans effected on the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature Effective Date pursuant to this Agreement being conclusive evidence of such authorization). On the Restatement Effective DateSection 10.23 and waive any requirement for any other document or instrument, the credit facilities described including any Assignment and Assumption (as defined in the Fourth Amended and Restated Existing Credit Agreement) under the Existing Credit Agreement immediately prior or any Assignment and Assumption hereunder, necessary to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with give effect to any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature reallocation or consent to the Restatement Agreement being conclusive evidence of such authorizationassignment). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Credit Prior Loan Agreement (as amended) effective from and after the Restatement Effective Agreement Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Credit Prior Loan Agreement based on any facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Agreement Date, (a) the credit facilities described in the Fourth Amended and Restated Credit Prior Loan Agreement shall be amended, supplemented, modified amended and restated in their entirety supplemented by the facilities described herein, and (b) all loans and other obligations of the Borrower Revolving Loans outstanding as of such date under the Fourth Amended and Restated Credit Prior Loan Agreement shall be deemed to be Revolving Loans and Loan 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, hereunder and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Loans, together with any Revolving Loans funded hereunder on the Restatement Effective Agreement Date, reflect the respective Commitment Revolving Loan Commitments of the Lenders hereunder. In furtherance , (c) all Incremental Loans outstanding as of such date under the Prior Loan Agreement shall be converted to Term Loans hereunder or repaid and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the foregoing, each Term Loans on the Agreement Date reflect the Term Loan A Commitments and Term Loan B Commitments of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf hereunder and (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence d) all Letters of Credit outstanding as of such authorization). This date under the Prior Loan Agreement is subject shall be deemed to Section 5 be Letters of the Restatement AgreementCredit outstanding hereunder, the terms and provisions of which are incorporated herein in each case, without further action by reference as if fully set forth hereinany Person.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) Agreement, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower Borrowers outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan 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 Restatement Effective Closing Date, reflect the respective Commitment of the Lenders hereunder. In furtherance [Signature pages intentionally omitted] Annex B Amended Exhibit D (Form of the foregoing, each of the Lenders hereby authorizes the Administrative Agent Compliance Certificate) to enter into each respective Security Document on its behalf (such Xxxxxx’s signature Credit Agreement See attached. Annex B to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Third Amendment to Amended and Restated Credit Agreement immediately prior EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Xxxxxxx and Restated Credit Agreement, dated as of December 22, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the effectiveness “Credit Agreement;” the terms defined therein being used herein as therein defined), among Xxxxxxx Waste Systems, Inc., a Delaware corporation (the “Parent”), certain of its Subsidiaries identified therein (collectively with the Parent, the “Borrowers”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The undersigned [Chief Financial Officer] [Chief Accounting Officer] hereby certifies, as an authorized officer of the Restatement Agreement shall be exchanged Parent and replaced not individually, as described herein and in of the Restatement Agreementdate hereof that such person is the [Chief Financial Officer] [Chief Accounting Officer] of the Parent, and that, as such, such person is authorized to execute and deliver this Certificate to 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 Restatement Effective Date, reflect the respective Commitment behalf of the Lenders hereunder. In furtherance Borrowers, and hereby certifies, on behalf of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference Borrowers as if fully set forth herein.follows that: [Use following paragraph 1 for fiscal year-end financial statements]

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (Agreement, as amended) , effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness debt or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated 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, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement 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 Borrower Borrowers outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be Loans loans and Loan 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 Restatement Effective Closing Date, reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance of (b) On the foregoingClosing Date, each of (i) all outstanding loans under the Lenders hereby authorizes Existing Credit Agreement (“Existing Loans”) made by any Person that is a “Lender” under the Administrative Agent to enter into each respective Security Document on its behalf Existing Credit Agreement which is not a Lender hereunder (such Xxxxxx’s signature to this Agreement being conclusive evidence 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 authorization). On Exiting Lender shall be terminated, (ii) all outstanding Existing Loans constituting Revolving Loans under the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of the Restatement Agreement that are not being repaid under clause (i) above shall be exchanged and replaced as described herein and Revolving Loans hereunder in the Restatement Agreement, accordance with Section 2.01(b) and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.of

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) Agreement, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower Borrowers outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that any Lender party hereto that is not party to the Administrative Existing Credit Agreement shall make Loans hereunder in the amount of such Lender’s Revolving Credit Commitment Percentage of the outstanding balance of such outstanding Loans and the 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 Restatement Effective Closing Date, reflect the respective Revolving Credit Commitment of the Lenders hereunder. In furtherance Except as otherwise provided in the Loan Documents, in no event shall the Collateral (and Liens related thereto) securing the Existing Credit Agreement or the obligations of the foregoingBorrowers thereunder and in connection therewith be deemed affected hereby, each it being the intent and agreement of the Lenders hereby authorizes Borrowers that the Administrative Agent Liens on the Collateral granted to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence secure the obligations of such authorization). On the Restatement Effective Date, Borrowers in connection with the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to shall not be extinguished and shall remain valid, binding and enforceable securing the effectiveness obligations of the Restatement Borrowers under the Existing Credit Agreement shall be exchanged and replaced related loan documentation, as described herein amended and in the Restatement Agreement, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinrestated hereby.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Original Credit Agreement (as amended) effective from and after the Restatement Effective Datedate hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute constitute, a novation or an accord and satisfaction of the Obligations or any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Original Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement AgreementLoan Documents. On the Restatement Effective Datedate hereof, the credit facilities and the terms and conditions thereof described in the Fourth Amended and Restated Original Credit Agreement shall be amended, supplemented, modified amended and restated in their entirety replaced by the credit facilities and the terms and conditions thereof described herein, and all loans Loans and other obligations Obligations of the Borrower outstanding as of such date under the Fourth Amended and Restated Original Credit Agreement shall be deemed to be Loans and Loan Obligations outstanding under the corresponding facilities described hereinherein (such that all Revolving Credit Advances and Letter of Credit Obligations which are outstanding on the Closing Date under the Original Credit Agreement and not refinanced on the Closing Date shall become Revolving Credit Advances and Letter of Credit Obligations under this Agreement, respectively), without any further action by any Person, Person (except that the Administrative Agent Lenders shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded payments on the Restatement Effective DateClosing Date between themselves, reflect which payments shall constitute Revolving Credit Advances, so that after giving effect thereto the respective Commitment aggregate outstanding amount of the Lenders hereunder. In furtherance Revolving Credit Advances of each Lender as of the foregoingClosing Date do not exceed either (i) such Lender's Pro Rata Share of Revolving Credit Advances, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf or (ii) such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorizationLender's Revolving Loan Commitment). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Original Credit Agreement (as amended) effective from and after the Restatement Effective Datedate hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute constitute, a novation or an accord and satisfaction of the Obligations or any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Original Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement AgreementFinancing Documents. On the Restatement Effective Datedate hereof, the credit facilities and the terms and conditions thereof described in the Fourth Amended and Restated Original Credit Agreement shall be amended, supplemented, modified amended and restated in their entirety replaced by the credit facilities and the terms and conditions thereof described herein, and all loans Loans and other obligations Obligations of the Borrower outstanding as of such date under the Fourth Amended and Restated Original Credit Agreement shall be deemed to be Loans and Loan Obligations outstanding under the corresponding facilities described hereinherein (such that all "Revolving Credit Advances" and "Letter of Credit Obligations" (as such terms are defined in the Original Credit Agreement) which are outstanding on the Closing Date under the Original Credit Agreement and not refinanced on the Closing Date shall become Revolving Loans and Letters of Credit under this Agreement, respectively), without any further action by any Person, Person (except that the Administrative Agent Lenders shall make such transfers of funds as are necessary in order that payments on the outstanding balance of such Closing Date between themselves, which payments shall constitute Revolving Loans, together with any Loans funded on so that after giving effect thereto the Restatement Effective Date, reflect the respective Commitment aggregate outstanding amount of the Lenders hereunder. In furtherance Revolving Loans of each Lender as of the foregoing, each Closing Date do not exceed either (i) such Lender's Pro Rata Share of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf or (ii) such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorizationLender's Revolving Loan Commitment). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Credit Existing Loan Agreement (as amended) effective from and after the Restatement Effective Date. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute constitute, a novation or an accord and satisfaction of the Indebtedness, the Obligations, or any indebtedness or other obligations owing to the Lenders or the Administrative Agent Lender under the Fourth Amended and Restated Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Existing Loan Agreement, and the execution and delivery of Existing Note or any other “Loan Document” as defined in the Restatement Existing Loan Agreement shall not constitute a novation of any indebtedness or other obligations owing to (the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement“Existing Loan Documents”). On the Restatement Effective Date, the credit facilities and the terms and conditions thereof described in the Fourth Amended and Restated Credit Existing Loan Agreement shall be amended, supplemented, modified amended and restated in their entirety replaced by the credit facilities and the terms and conditions thereof described herein, and all loans Indebtedness, Obligations, obligations of the Borrowers under the Existing Loan, and other obligations of the Borrower Borrowers and any other Person outstanding as of such date under the Fourth Amended and Restated Credit Existing Loan Agreement shall be deemed to be Loans Indebtedness and Loan Obligations outstanding under the corresponding facilities described herein, 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature The Schedules and Exhibits attached to this Agreement being conclusive evidence of such authorization). On and made a part hereof shall be deemed to replace the Restatement Effective Date, the credit facilities described in the Fourth Amended Schedules and Restated Credit Agreement immediately prior Exhibits to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Existing Loan Agreement, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Existing Credit Agreementthat certain Second Amended and Restated Credit Agreement dated as of June 5, 2015 (as amended) , restated, supplemented or otherwise modified through the Restatement Date, the “Second A&R Credit Agreement”), among the Borrower, the lenders party thereto and Xxxxx Fargo, as administrative agent, effective from and after the Restatement Effective ClosingRestatement Date. The execution and delivery of the Fifth Amendment to which this Agreement is attached shall not constitute a 158 novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated ExistingSecond A&R Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing Fifth Amendment to the Lenders or the Administrative Agent under which this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreementis attached. On the Restatement Effective ClosingRestatement Date, the credit facilities described in the Fourth Amended and Restated ExistingSecond A&R Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Fourth Amended and Restated ExistingSecond A&R Credit Agreement Agreement, shall be deemed to be Loans loans and Loan 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 Restatement Effective ClosingRestatement Date, reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (Agreement, as amended) , effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement and the other Loan Documents shall not constitute a novation of any indebtedness or other obligations owing to any Lender under the Lenders Existing Credit Agreement or the Administrative Agent under the Fourth Amended and Restated Credit Agreement other Loan Documents based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or such other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement AgreementLoan Documents. On the Restatement Effective Closing Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the any Borrower or Guarantor outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement Agreement, as amended, shall be deemed to be Loans loans and Loan 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 funds, and the Lenders shall make such assignments of the Loans between and/or among themselves for appropriate consideration at par, as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Closing Date, reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance All Liens securing the "Obligations" as defined in the Existing Credit Agreement are hereby renewed and extended to secure the Obligations. The Administrative Agent, as beneficiary under the Mortgages covering the Fee Properties located in the State of Texas and as mortgagee of the foregoingMortgages covering the Fee Properties located in the State of New Mexico, hereby agrees and consents to the amendment and restatement of each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf ("Mortgages", as such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described term is defined in the Fourth Amended and Restated Existing Credit Agreement immediately prior Agreement, pursuant to the effectiveness of the Restatement Agreement shall be exchanged applicable Mortgage executed in accordance with this Agreement. Obligor Name: Southwest Convenience Stores, LLC and replaced as described herein and in the Restatement AgreementSkinny's, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinLLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 121 42575.100083 EMF_US 48981686v14

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) Agreements effective from and after the Restatement 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 indebtedness Loans, Letter of Credit Liabilities or other obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Fourth Amended and Restated Existing Credit Agreement Agreements based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement Agreements shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans loans, letters of credit and other obligations of the Borrower outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement Agreements, as amended, shall be deemed to be Loans Loans, Letters of Credit and Loan 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 Restatement Effective Date, reflect the respective Commitment Commitments and Loans of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document [Signatures on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.Following Pages] 130

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (Agreement, as amended) , effective from and after the Third Restatement 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 the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to before the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Third Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement 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 Borrower Borrowers and the obligations of the other Loan Parties outstanding or existing as of such date under the Fourth Amended and Restated Existing Credit Agreement are and shall be deemed to be Loans loans and Loan 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 for the outstanding balance of such Loans, together with any Loans funded on the Third Restatement Effective Date, reflect to comport with the respective Commitment Commitments of the Lenders hereunderhereunder (and each Lender party hereto agrees to cooperate with the Administrative Agent in determining and making such transfers and in accepting such transfers). In furtherance of (but not limited to) the foregoing, each (a) all interest and fees of the Lenders hereby authorizes Loan Parties under the Administrative Agent to enter into each respective Security Document Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On and after the Third Restatement Effective Date, accrue at the credit facilities described rates set forth in this Agreement and be payable on the Fourth Amended dates set forth in this Agreement and Restated (b) all Letters of Credit issued pursuant to the Existing Credit Agreement immediately prior to and outstanding on the effectiveness of the Third Restatement Agreement Effective Date are and shall be exchanged and replaced as described herein and in the Restatement deemed to be Letters of Credit under this Agreement, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) Agreements effective from and after the Restatement 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 indebtedness Loans, Letter of Credit Liabilities or other obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Fourth Amended and Restated Existing Credit Agreement Agreements based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement Agreements shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans loans, letters of credit and other obligations of the Borrower outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement Agreements, as amended, shall be deemed to be Loans Loans, Letters of Credit and Loan 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 Restatement Effective Date, reflect the respective Commitment Commitments and Loans of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.151

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute constitute, a novation or an accord and satisfaction of the Loans, the Obligations or any indebtedness or other obligations owing to the Lenders lenders under the Existing Credit Agreement or the Administrative Agent under other agreements and documents executed in connection therewith. On the Fourth Amended Closing Date, the credit facility and Restated the terms and conditions thereof described in the Existing Credit Agreement based on facts or events occurring or existing prior to shall be amended and replaced by the execution credit facility and delivery of the terms and conditions thereof described in this Agreement, and the execution all Loans and delivery other Obligations of the Restatement Agreement shall not constitute a novation of Borrower or any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Designated Borrower outstanding as of such date the Closing Date under the Fourth Amended and Restated Existing Credit Agreement shall be deemed automatically to be Loans and Loan Obligations of the Borrower and the applicable Designated Borrower outstanding under the corresponding facilities facility described herein, without any further action by any Person, except herein (such that the Administrative Agent shall make such transfers of funds Loans (as are necessary defined in order that the Existing Credit Agreement) outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect Closing Date under the respective Commitment of the Lenders hereunderExisting Credit Agreement shall be converted into Loans outstanding under this Agreement). In furtherance of Notwithstanding the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On amends, restates and replaces the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness in its entirety. (Remainder of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorizationPage Intentionally Left Blank). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (Agreement, as amended) , effective from and after the Restatement 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 the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to before the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the corresponding credit facilities described herein, and all loans and other obligations of the Borrower Borrowers and the obligations of the other Loan Parties outstanding or existing as of such date under the Fourth Amended and Restated Existing 187 ACTIVE 61134624v18 187 Credit Agreement are and shall be deemed to be Loans loans and Loan 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 for the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect to comport with the respective Commitment Revolving Credit Commitments of the Revolving Credit Lenders hereunderhereunder (and each Revolving Credit Lender party hereto agrees to cooperate with the Administrative Agent in determining and making such transfers and in accepting such transfers). In furtherance of (but not limited to) the foregoing, each (a) all interest and fees of the Lenders hereby authorizes Loan Parties under the Administrative Agent to enter into each respective Security Document Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On and after the Restatement Effective Date, accrue at the credit facilities described rates set forth in this Agreement and be payable on the Fourth Amended dates set forth in this Agreement and Restated (b) all Letters of Credit issued pursuant to the Existing Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and 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 Restatement Effective Date, reflect the respective Commitment Date are and shall be deemed to be Letters of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Credit under this Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) Agreement, effective from and after the Restatement Effective Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Closing Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan 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 Restatement Effective Closing Date, reflect the respective Revolving Credit Commitment of the Lenders hereunder. In furtherance connection with this Agreement, the Administrative Agent, the Borrower and the Lenders have agreed to transition from LIBOR (as defined in the Existing Credit Agreement) to Adjusted Term SOFR for Loans denominated in Dollars pursuant to the terms of this Agreement. On the foregoingClosing Date, each of outstanding Eurocurrency Rate Loan (as defined in the Existing Credit Agreement) denominated in Dollars shall be deemed to constitute a SOFR Loan with an Interest Period as selected by the Borrower pursuant the Committed Loan Notice delivered in connection with the Closing Date, and the Lenders hereby authorizes waive any breakage costs or other amounts that would otherwise be payable pursuant to Section 3.05 of the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinconnection therewith.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (Agreement, as amended) , effective from and after the Restatement 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 the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to before the execution and delivery of this Agreement, and the execution and delivery of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreement. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the corresponding credit facilities described herein, and all loans and other obligations of the Borrower Borrowers and the obligations of the other Loan Parties outstanding or existing as of such date under the Fourth Amended and Restated Existing Credit Agreement are and shall be deemed to be Loans loans and Loan 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 for the outstanding balance of such Loans, together with any Loans funded on the Restatement Effective Date, reflect to comport with the respective Commitment Revolving Credit Commitments of the Revolving Credit Lenders hereunderhereunder (and each Revolving Credit Lender party hereto agrees to cooperate with the Administrative Agent in determining and making such transfers and in accepting such transfers). In furtherance of (but not limited to) the foregoing, each (a) all interest and fees of the Lenders hereby authorizes Loan Parties under the Administrative Agent to enter into each respective Security Document Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and shall, on its behalf (such Xxxxxx’s signature to this Agreement being conclusive evidence of such authorization). On and after the Restatement Effective Date, accrue at the credit facilities described rates set forth in this Agreement and be payable on the Fourth Amended dates set forth in this Agreement and Restated (b) all Letters of Credit issued pursuant to the Existing Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced as described herein and in the Restatement Agreement, and 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 Restatement Effective Date, reflect the respective Commitment Date are and shall be deemed to be Letters of the Lenders hereunderCredit under this Agreement. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document [Continued on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinfollowing page.] 197

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Fourth Amended and Restated Existing Credit Agreement (as amended) Agreement, effective from and after the Restatement 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 the Administrative Agent under the Fourth Amended and Restated Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement, and nor shall it extinguish, terminate or impair the execution and delivery obligations or the rights or remedies of the Restatement Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under this the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of the Restatement Agreementany other Loan Document. On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower Loan Parties outstanding as of such date under the Fourth Amended and Restated Existing Credit Agreement Agreement, shall be deemed to be Loans loans and Loan Obligations other 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 Loans, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitment Commitments of the Lenders hereunder. In furtherance Except as expressly amended hereby, each Loan Document shall continue in full force and effect in accordance with the provisions thereof on the date hereof, and (a) the Borrower ratifies and reaffirms any grant of security interests and any liens granted, as the case may be, under the Security Documents and (b) each Guarantor ratifies and reaffirms the guarantee of obligations by such Guarantor. Any reference to the Credit Agreement or any of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature other Loan Documents herein or in any other Loan Documents shall refer to this Agreement being conclusive evidence of and such authorization). On the Restatement Effective Date, the credit facilities described in the Fourth Amended and Restated Credit Agreement immediately prior to the effectiveness of the Restatement Agreement shall be exchanged and replaced other Loan Documents as described herein and in the Restatement Agreement, and 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 Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. In furtherance of the foregoing, each of the Lenders hereby authorizes the Administrative Agent to enter into each respective Security Document on its behalf (such Xxxxxx’s signature or consent to the Restatement Agreement being conclusive evidence of such authorization). This Agreement is subject to Section 5 of the Restatement Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth hereinamended hereby.