Common use of Amendment and Restatement of Existing Agreement Clause in Contracts

Amendment and Restatement of Existing Agreement. The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement.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, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Restatement Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (d) the “Multicurrency Tranche Commitments” and “Dollar Tranche Commitments” (as each is defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01 and (e) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Restatement Effective Date. Notwithstanding anything in this Agreement to the contrary, the Borrowers shall not be required to compensate the Lenders pursuant to Section 2.16 for any loss, cost or expense incurred by the Lenders as a result of the amendment and restatement of the Existing Credit Agreement or the re-evidencing of the Existing Loans, in each case pursuant to the terms of this Agreement and the Amendment and Restatement Agreement.

Amendment and Restatement of Existing Agreement. The parties to this Agreement agree that, on the Restatement Effective Date, 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, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Restatement Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Letters of Credit which remain outstanding on the Restatement Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, Documents and (cd) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (d) the “Multicurrency Tranche Commitments” and “Dollar Tranche Commitments” (as each is defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01 and (e) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Restatement Effective Date. Notwithstanding anything in this Agreement to the contrary, the Borrowers shall not be required to compensate the Lenders pursuant to Section 2.16 for any loss, cost or expense incurred by the Lenders as a result of the amendment and restatement of the Existing Credit Agreement or the re-evidencing of the Existing Loans, in each case pursuant to the terms of this Agreement and the Amendment and Restatement Agreement.

Amendment and Restatement of Existing Agreement. The parties to this Agreement agree that, on the Restatement Effective Closing Date, 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, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Existing Loan Documents as in effect prior to the Restatement Effective Closing Date. All Loans Advances made and Obligations incurred under the Existing Credit Agreement which that are outstanding on the Restatement Effective Closing Date shall continue as Loans Advances and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Restatement Effective Closing Date: (a) all references in the “Existing Loan Documents” (as defined in the Existing Credit Agreement) Documents to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate affiliate of any Lender which that are outstanding on the Restatement Effective Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (d) the “Multicurrency Tranche Commitments” and “Dollar Tranche Revolver Commitments” (as each is defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Revolver Commitments and Dollar Tranche Multicurrency Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01 1.01(a), and (e) the Administrative Agent and the Multicurrency Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans Advances hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Restatement Effective Closing Date. Notwithstanding anything The Lenders shall not charge Borrower any amounts under Section 8.05 arising from the actions described in this Agreement to Section 1.07 occurring on the contrary, the Borrowers shall not be required to compensate the Lenders pursuant to Section 2.16 for any loss, cost or expense incurred by the Lenders as a result of the amendment and restatement of the Existing Credit Agreement or the re-evidencing of the Existing Loans, in each case pursuant to the terms of this Agreement and the Amendment and Restatement AgreementClosing Date.

Amendment and Restatement of Existing Agreement. The parties to this Agreement agree that, on the Restatement Effective Date, 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, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Restatement Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (d) the “Multicurrency Tranche Commitments” and “Dollar Tranche Commitments” (as each is defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01 and (e) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such LenderXxxxxx’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Restatement Effective Date. Notwithstanding anything in this Agreement to the contrary, the Borrowers shall not be required to compensate the Lenders pursuant to Section 2.16 for any loss, cost or expense incurred by the Lenders as a result of the amendment and restatement of the Existing Credit Agreement or the re-evidencing of the Existing Loans, in each case pursuant to the terms of this Agreement and the Amendment and Restatement Agreement.

Amendment and Restatement of Existing Agreement. The parties to this Loan Agreement agree that, on the Restatement Effective Date, 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 Loan Agreement. This Loan Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the Obligations “Borrower Obligations” under (and as defined in) the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans “Loans” and “Borrowings” made and Obligations “Borrower Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans Loans, Borrowings and Borrower Obligations under (and shall be governed by the terms of) this Loan Agreement and the other Loan Documents. Without limiting the foregoing, on upon the Restatement Effective Dateeffectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Loan Agreement and the Loan Documents, (b) all obligations constituting “Borrower Obligations” (under and as defined in the Existing Agreement) with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Borrower Obligations under this Loan Agreement and the other Loan Documents, (c) the liens “Loans” and security interests “Borrowings” (as defined in favor the Existing Agreement) shall be reallocated as Loans owing to the Lenders under this Loan Agreement on the Restatement Effective Date in accordance with each Lender’s Commitment Percentage as of the Administrative Agent for Restatement Effective Date. Borrower hereby (i) agrees that this Loan Agreement and the benefit transactions contemplated hereby shall not limit or diminish its obligations arising under or pursuant to the Loan Documents to which it is a party, (ii) reaffirms all of its obligations under the Secured Parties securing payment of the Secured Obligations are in all respects continuing Loan Documents to which it is a party and (iii) acknowledges and agrees that each Loan Document executed by it remains in full force and effect with respect to all Secured Obligationsand is hereby reaffirmed, (d) the “Multicurrency Tranche Commitments” ratified and “Dollar Tranche Commitments” (as each is defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01 and (e) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Restatement Effective Date. Notwithstanding anything in this Agreement to the contrary, the Borrowers shall not be required to compensate the Lenders pursuant to Section 2.16 for any loss, cost or expense incurred by the Lenders as a result of the amendment and restatement of the Existing Credit Agreement or the re-evidencing of the Existing Loans, in each case pursuant to the terms of this Agreement and the Amendment and Restatement Agreementconfirmed.

Amendment and Restatement of Existing Agreement. The parties to this Agreement agree that, on the Restatement Effective Date, 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, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Restatement Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (d) the “Multicurrency Tranche Commitments” and “Dollar Tranche Commitments” (as each is defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01 and (e) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date. Notwithstanding anything , (e) the Existing Loans of each Departing Lender shall be repaid in this Agreement to the contraryfull (accompanied by any accrued and unpaid interest and fees thereon), the Borrowers shall not be required to compensate the Lenders pursuant to Section 2.16 for any loss, cost or expense incurred by the Lenders as a result of the amendment and restatement of each Departing Lender’s “Commitment” under the Existing Credit Agreement or shall be terminated and no Departing Lender shall be a Lender hereunder (provided, however, that each Departing Lender shall continue to be entitled to the re-evidencing benefits of Sections 2.15, 2.16, 2.17, 2.17A and 9.03) and (f) the Company hereby agrees to compensate each applicable Lender (and each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation (and any repayment or prepayment of any Departing Lender’s Loans) described above, in each case pursuant to on the terms of this Agreement and in the Amendment and Restatement Agreementmanner set forth in Section 2.16 hereof.

Amendment and Restatement of Existing Agreement. The parties to this Loan Agreement agree that, on the Restatement Effective Date, 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 Loan Agreement. This Loan Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the Obligations “Borrower Obligations” under (and as defined in) the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans “Loans” and “Borrowings” made and Obligations “Borrower Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans Loans, Borrowings and Borrower Obligations under (and shall be governed by the terms of) this Loan Agreement and the other Loan Documents. Without limiting the foregoing, on upon the Restatement Effective Dateeffectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Loan Agreement and the Loan Documents, (b) all obligations constituting “Borrower Obligations” (under and as defined in the Existing Agreement) with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Borrower Obligations under this Loan Agreement and the other Loan Documents, Documents and (c) the liens “Loans” and security interests “Borrowings” (as defined in favor the Existing Agreement) shall be reallocated as Loans owing to the Lenders under this Loan Agreement on the Restatement Effective Date in accordance with each Lender’s Commitment Percentage with respect to Existing Loans as of the Administrative Agent for Restatement Effective Date. Borrower hereby (i) agrees that this Loan Agreement and the benefit transactions contemplated hereby shall not limit or diminish its obligations arising under or pursuant to the Loan Documents to which it is a party, (ii) reaffirms all of its obligations under the Secured Parties securing payment of the Secured Obligations are in all respects continuing Loan Documents to which it is a party and (iii) acknowledges and agrees that each Loan Document executed by it remains in full force and effect with respect to all Secured Obligationsand is hereby reaffirmed, (d) the “Multicurrency Tranche Commitments” ratified and “Dollar Tranche Commitments” (as each is defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01 and (e) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Restatement Effective Date. Notwithstanding anything in this Agreement to the contrary, the Borrowers shall not be required to compensate the Lenders pursuant to Section 2.16 for any loss, cost or expense incurred by the Lenders as a result of the amendment and restatement of the Existing Credit Agreement or the re-evidencing of the Existing Loans, in each case pursuant to the terms of this Agreement and the Amendment and Restatement Agreementconfirmed.

Amendment and Restatement of Existing Agreement. The parties to this Agreement agree that, on upon (i) the Restatement Effective Dateexecution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01, 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, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on upon the Restatement Effective Dateeffectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (d) the “Multicurrency Tranche Commitments” and “Dollar Tranche Commitments” (as each is defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01 and (e) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure Exposures and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Total Revolving Credit Exposures on the Restatement Effective Date. Notwithstanding anything in this Agreement to Date and (d) the contrary, the Borrowers shall not be required Company hereby agrees to compensate the Lenders pursuant to Section 2.16 each Lender for any lossand all losses, cost or expense costs and expenses incurred by such Lender in connection with the Lenders as a result sale and assignment of any LIBOR Loan or EURIBOR Loan (including the amendment and restatement of “LIBOR Loans” or “EURIBOR Loans” under the Existing Credit Agreement or the re-evidencing of the Existing LoansAgreement) and such reallocation described above, in each case pursuant to on the terms of this Agreement and in the Amendment and Restatement Agreementmanner set forth in Section 2.16 hereof.

Amendment and Restatement of Existing Agreement. The parties to this Agreement Borrower and the Lenders agree that, on at the Restatement Effective DateTime, the terms and provisions of (i) 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, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Restatement Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to be restated in the Administrative Agent, this Agreement form hereof and the Loan Documents, (b) commitments of the Lenders under the Existing Agreement shall be superseded by the Commitments of the Lenders hereunder and terminated; it being understood that all obligations constituting “Obligations” with provisions thereof which by their terms survive any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date termination thereof shall continue as Obligations under this Agreement and the other Loan Documents, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect (without duplicating the obligations of any Person under this Agreement); and (ii) the Pro Rata Shares of the Lenders shall be reallocated in accordance with respect to all Secured Obligationsthe terms hereof. To facilitate the allocation described in the preceding paragraph, at the Effective Time, (di) the all “Multicurrency Tranche CommitmentsLoans” and “Dollar Tranche Commitments” (as each is defined in under the Existing Credit AgreementAgreement (“Existing Loans”) shall be allocated betweendeemed to be Revolving Loans, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in (ii) each case pursuant Lender shall transfer to the allocations set forth on Schedule 2.01 and Administrative Agent an amount equal to the excess, if any, of such Lender’s pro rata share (eaccording to its Pro Rata Share) of the outstanding Revolving Loans hereunder (including any Revolving Loans made at the Effective Time) over the amount of all of such Lender’s Existing Loans, (iii) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under apply the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Restatement Effective Date. Notwithstanding anything in this Agreement to the contrary, the Borrowers shall not be required to compensate funds received from the Lenders pursuant to Section 2.16 for any lossclause (ii), cost or expense incurred by the Lenders as a result first, to purchase from each Lender which has Existing Loans in excess of such Lender’s pro rata share (according to its Pro Rata Share) of the amendment outstanding Revolving Loans hereunder (including any Revolving Loans made upon the effectiveness of this Agreement), a portion of such Existing Loans equal to such excess, second, to pay to each Lender all interest, fees and restatement other amounts (including amounts payable pursuant to Section 3.4 of the Existing Credit Agreement or the re-evidencing of Agreement, assuming for such purpose that the Existing LoansLoans were prepaid rather than allocated at the Effective Time) owed to such Lender under the Existing Agreement (whether or not otherwise then due) and, third, as the Borrower shall direct, and (iv) all Revolving Loans shall commence new Interest Periods in each case accordance with elections made by the Borrower at least three Business Days prior to the date hereof pursuant to the terms procedures applicable to conversions and continuations set forth in Section 2.5 (all as if the Existing Loans were continued or converted at the Effective Time). To the extent the Borrower fails to make a timely election pursuant to clause (iv) of this Agreement and the Amendment and Restatement Agreementpreceding sentence with respect to any Revolving Loans, such Revolving Loans shall be Floating Rate Loans.

Amendment and Restatement of Existing Agreement. The parties to this Agreement agree that, on the Restatement Effective Date, 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, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Restatement Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Letters of Credit which remain outstanding on the Restatement Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (d) the “Multicurrency Tranche Commitments” and “Dollar Tranche Commitments” (as each is defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01 and (e) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date. Notwithstanding anything in this Agreement to , (e) the contrary, the Borrowers shall not be required Company hereby agrees to compensate the Lenders pursuant to Section 2.16 each applicable Lender for any lossand all losses, cost or expense costs and expenses incurred by such Lender in connection with the Lenders as a result sale and assignment of any Eurocurrency Loans (including the amendment and restatement of “Eurocurrency Loans” under the Existing Credit Agreement or the re-evidencing of the Existing LoansAgreement) and such reallocation described above, in each case pursuant to on the terms of this Agreement and in the Amendment and Restatement Agreementmanner set forth in Section 2.16 hereof.

Amendment and Restatement of Existing Agreement. The parties to this Agreement agree that, on the Restatement Effective Closing Date, 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, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Existing Loan Documents as in effect prior to the Restatement Effective Closing Date. All Loans Advances made and Obligations incurred under the Existing Credit Agreement which that are outstanding on the Restatement Effective Closing Date shall continue as Loans Advances and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Restatement Effective Closing Date: (a) all references in the “Existing Loan Documents” (as defined in the Existing Credit Agreement) Documents to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate affiliate of any Lender which that are outstanding on the Restatement Effective Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (d) the “Multicurrency Tranche Commitments” and “Dollar Tranche Revolver Commitments” (as each is defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Revolver Commitments and Dollar Tranche Multicurrency Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01 1.01(a), and (e) the Administrative Agent and the Multicurrency Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s 's credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s 's Credit Exposure and outstanding Loans Advances hereunder reflects such Lender’s 's Applicable Percentage of the outstanding aggregate Credit Exposures on the Restatement Effective Closing Date. Notwithstanding anything in this Agreement to the contrary, the Borrowers shall not be required to compensate the Lenders pursuant to Section 2.16 for any loss, cost or expense incurred by the Lenders as a result of the amendment and restatement of the Existing Credit Agreement or the re-evidencing of the Existing Loans, in each case pursuant to the terms of this Agreement and the Amendment and Restatement Agreement.

Amendment and Restatement of Existing Agreement. The parties to this Agreement Borrower and the Lenders agree that, on at the Restatement Effective DateTime, the terms and provisions of (i) 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, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Restatement Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to be restated in the Administrative Agent, this Agreement form hereof and the Loan Documents, (b) commitments of the Lenders under the Existing Agreement shall be superseded by the Commitments of the Lenders hereunder and terminated; it being understood that all obligations constituting “Obligations” with provisions thereof which by their terms survive any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date termination thereof shall continue as Obligations under this Agreement and the other Loan Documents, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect (without duplicating the obligations of any Person under this Agreement); and (ii) the Pro Rata Shares of the Lenders shall be reallocated in accordance with respect to all Secured Obligationsthe terms hereof. To facilitate the allocation described in the preceding paragraph, at the Effective Time, (di) the all “Multicurrency Tranche CommitmentsLoans” and “Dollar Tranche Commitments” (as each is defined in under the Existing Credit AgreementAgreement (“Existing Loans”) shall be allocated betweendeemed to be Revolving Loans, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in (ii) each case pursuant Lender shall transfer to the allocations set forth on Schedule 2.01 and Administrative Agent an amount equal to the excess, if any, of such Lender’s pro rata share (eaccording to its Pro Rata Share) of the outstanding Revolving Loans hereunder (including any Revolving Loans made at the Effective Time) over the amount of all of such Lender’s Existing Loans, (iii) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under apply the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Restatement Effective Date. Notwithstanding anything in this Agreement to the contrary, the Borrowers shall not be required to compensate funds received from the Lenders pursuant to Section 2.16 for any lossclause (ii), cost or expense incurred by the Lenders as a result first, to purchase from each Lender which has Existing Loans in excess of such Lender’s pro rata share (according to its Pro Rata Share) of the amendment outstanding Revolving Loans hereunder (including any Revolving Loans made upon the effectiveness of this Agreement), a portion of such Existing Loans equal to such excess, second, to pay to each Lender all interest, fees and restatement other amounts (including amounts payable pursuant to Section 3.4 of the Existing Credit Agreement or the re-evidencing of Agreement, assuming for such purpose that the Existing LoansLoans were prepaid rather than allocated at the Effective Time) owed to such Lender under the Existing Agreement (whether or not otherwise then due) and, third, as the Borrower shall direct, and (iv) all Revolving Loans shall commence new Interest Periods in each case accordance with elections 3099077v.3 made by the Borrower at least three Business Days prior to the date hereof pursuant to the terms procedures applicable to conversions and continuations set forth in Section 2.5 (all as if the Existing Loans were continued or converted at the Effective Time). To the extent the Borrower fails to make a timely election pursuant to clause (iv) of this Agreement and the Amendment and Restatement Agreementpreceding sentence with respect to any Revolving Loans, such Revolving Loans shall be Floating Rate Loans.

Amendment and Restatement of Existing Agreement. The parties to this Loan Agreement agree that, on the Restatement Effective Date, 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 Loan Agreement. This Loan Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the Obligations “Borrower Obligations” under (and as defined in) the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans “Loans” and “Borrowings” made and Obligations “Borrower Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans Loans, Borrowings and Borrower Obligations under (and shall be governed by the terms of) this Loan Agreement and the other Loan Documents. Without limiting the foregoing, on upon the Restatement Effective Dateeffectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Loan Agreement and the Loan Documents, (b) all obligations constituting “Borrower Obligations” (under and as defined in the Existing Agreement) with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Borrower Obligations under this Loan Agreement and the other Loan Documents, Documents and (c) the liens “Loans” and security interests “Borrowings” (as defined in favor the Existing Agreement) shall be reallocated as Loans owing to the Lenders under this Loan Agreement on the Restatement Effective Date in accordance with each Lender’s Commitment Percentage as of the Administrative Agent for Restatement Effective Date. Borrower hereby (i) agrees that this Loan Agreement and the benefit transactions contemplated hereby shall not limit or diminish its obligations arising under or pursuant to the Loan Documents to which it is a 18 party, (ii) reaffirms all of its obligations under the Secured Parties securing payment of the Secured Obligations are in all respects continuing Loan Documents to which it is a party and (iii) acknowledges and agrees that each Loan Document executed by it remains in full force and effect with respect to all Secured Obligationsand is hereby reaffirmed, (d) the “Multicurrency Tranche Commitments” ratified and “Dollar Tranche Commitments” (as each is defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01 and (e) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Restatement Effective Date. Notwithstanding anything in this Agreement to the contrary, the Borrowers shall not be required to compensate the Lenders pursuant to Section 2.16 for any loss, cost or expense incurred by the Lenders as a result of the amendment and restatement of the Existing Credit Agreement or the re-evidencing of the Existing Loans, in each case pursuant to the terms of this Agreement and the Amendment and Restatement Agreementconfirmed.

Amendment and Restatement of Existing Agreement. The parties to this Agreement Borrower and the Lenders agree that, on at the Restatement Effective DateTime, the terms and provisions of (i) 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, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Restatement Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to be restated in the Administrative Agent, this Agreement and the Loan Documents, (b) form hereof; it being understood that all obligations constituting “Obligations” with provisions thereof which by their terms survive any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date termination thereof shall continue as Obligations under this Agreement and the other Loan Documents, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect (without duplicating the obligations of any Person under this Agreement); and (ii) the Pro Rata Shares of the Lenders shall be reallocated in accordance with respect to all Secured Obligationsthe terms hereof. To facilitate the allocation described in the preceding paragraph, at the Effective Time, (di) the “Multicurrency Tranche Commitments” and “Dollar Tranche Commitments” (as each is defined in all "Loans" under the Existing Credit AgreementAgreement ("Existing Loans") shall be allocated betweendeemed to be Revolving Loans, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in (ii) each case pursuant Lender shall transfer to the allocations set forth on Schedule 2.01 and Administrative Agent an amount equal to the excess, if any, of such Lender's pro rata share (eaccording to its Pro Rata Share) of the outstanding Revolving Loans hereunder (including any Revolving Loans made at the Effective Time) over the amount of all of such Lender's Existing Loans, (iii) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under apply the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Restatement Effective Date. Notwithstanding anything in this Agreement to the contrary, the Borrowers shall not be required to compensate funds received from the Lenders pursuant to Section 2.16 for any lossclause (ii), cost or expense incurred by the Lenders as a result first, to purchase from each Lender which has Existing Loans in excess of such Lender's pro rata share (according to its Pro Rata Share) of the amendment outstanding Revolving Loans hereunder (including any Revolving Loans made upon the effectiveness of this Agreement), a portion of such Existing Loans equal to such excess, second, to pay to each Lender all interest, fees and restatement other amounts (including amounts payable pursuant to Section 3.4 of the Existing Credit Agreement or the re-evidencing of Agreement, assuming for such purpose that the Existing LoansLoans were prepaid rather than allocated at the Effective Time) owed to such Lender under the Existing Agreement (whether or not otherwise then due) and, third, as the Borrower shall direct, and (iv) all Revolving Loans shall commence new Interest Periods in each case accordance with elections made by the Borrower at least three Business Days prior to the date hereof pursuant to the terms procedures applicable to conversions and continuations set forth in Section 2.5 (all as if the Existing Loans were continued or converted at the Effective Time). To the extent the Borrower fails to make a timely election pursuant to clause (iv) of this Agreement and the Amendment and Restatement Agreementpreceding sentence with respect to any Revolving Loans, such Revolving Loans shall be Floating Rate Loans.

Amendment and Restatement of Existing Agreement. The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded amended 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, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Restatement Effective Date: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (d) the “Multicurrency Tranche Commitments” and “Dollar Tranche Commitments” (as each is defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Multicurrency Tranche Commitments and Dollar Tranche Commitments hereunder, in each case pursuant to the allocations set forth on Schedule 2.01 and (e) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date. Notwithstanding anything in this Agreement to Date and (e) the contrary, the Borrowers shall not be required Company hereby agrees to compensate the Lenders pursuant to Section 2.16 each applicable Lender for any lossand all losses, cost or expense costs and expenses incurred by such Lender in connection with the Lenders as a result sale and assignment of any Eurocurrency Loans (including the amendment and restatement of “Eurocurrency Loans” under the Existing Credit Agreement or the re-evidencing of the Existing LoansAgreement) and such reallocation described above, in each case pursuant to on the terms of this Agreement and in the Amendment and Restatement Agreementmanner set forth in Section 2.16 hereof.