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

Amendment and Restatement of Existing Credit Agreement. Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Closing Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth herein. With effect from and including shall not constitute a novation, payment and reborrowing or termination of the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Obligations under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder the other Existing Loan Documents as in effect prior to the Closing Date. All Advances made and (b) any lender Obligations incurred under the Existing Credit Agreement that is not listed are outstanding on Appendix A the Closing Date shall cease to be a Lender hereunder continue as Advances and its commitment thereunder Obligations under (and shall be terminated; provided thatgoverned by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Closing Date: (a) all references in the Existing Loan Documents to the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender that are outstanding on the 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 avoidance benefit of doubtthe Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations, and (d) the Administrative Agent shall make such lender reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 as are necessary in order that each such Lender’s Credit Exposure and outstanding Advances hereunder reflects such Lender’s Applicable Percentage of the Existing outstanding aggregate Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based Exposures on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Closing Date.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Closing Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety and shall not constitute a novation, payment and reborrowing or termination of the “Obligations” under (and as set forth herein. With effect from and including the Effective Date, (idefined in) the Commitments of each Lender party hereto Existing Credit Agreement and the other Credit Documents as in effect prior to the Closing Date. All “Loans” made and “Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations, respectively, under (and shall be as set forth on Appendix A (governed by the terms of) this Agreement and the other Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the extent that “Agent”, the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to the Agent, this Agreement and the Credit Documents, (b) all obligations constituting “Obligations” (under and as defined in the Existing Credit Agreement) with any Bank or any Affiliate of any Bank which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Credit Documents, (c) the Company hereby agrees to compensate each Bank (including each Departing Bank) for any and all losses, costs and expenses incurred by such Lender constitutes a lender Bank in connection with the sale and assignment of any Eurodollar Rate Loans (including the “Eurodollar Rate Loans” under the Existing Credit Agreement) and such reallocation described below and in Section 2.1, in each case on the terms and in the manner set forth in Section 4.4 hereof, (d) the “Loans” (as defined in the Existing Credit Agreement) shall be reallocated as Loans owing to the Banks under this Agreement on the Closing Date in accordance with each Bank’s Pro Rata Share and, in connection therewith, the Agent shall, and is hereby authorized to, make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s Loans under the Existing Credit Agreement (a “Consenting Lender”), as are necessary in order that each such Consenting LenderBank’s commitment thereunder shall be terminated and replaced with its respective outstanding Loans hereunder reflect such Bank’s Pro Rata Share of the Aggregate Commitment hereunder on the Closing Date and (be) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender each Departing Bank’s “Commitment” under the Existing Credit Agreement shall continue to be entitled to terminated and each Departing Bank shall not be a Bank hereunder. The Company hereby (a) agrees that this Agreement and the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued transactions contemplated hereby and unpaid interest and fees and other amounts owing thereby shall not limit or diminish its obligations arising under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit AgreementDocuments to which it is a party, (iiib) reaffirms all of its obligations under the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated Documents to reflect such redetermined Commitment Ratio which it is a party and (ivc) acknowledges and agrees that each JLA Issuing Bank shall have the Fronting Sublimit set forth Credit Document executed by it remains in Appendix B. Section 9.18full force and effect and is hereby reaffirmed, ratified and confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon (a) On the execution and delivery of this AgreementEffective Date, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from This Agreement and including any Notes issued hereunder have been given in renewal, extension, rearrangement and increase, and not in extinguishment of the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender obligations under the Existing Credit Agreement (and the notes and other documents related thereto. This Agreement does not constitute a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated novation of the obligations and replaced with its respective Commitment hereunder and (b) any lender liabilities under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder or evidence repayment of any such obligations and its commitment thereunder shall be terminated; provided thatliabilities. All Liens, for the avoidance deeds of doubttrust, such lender under mortgages, assignments and security interests securing the Existing Credit Agreement shall continue to be entitled and the obligations relating thereto are hereby ratified, confirmed, renewed, extended, brought forward and rearranged as security for the Secured Obligations. None of the Liens and security interests created pursuant to the benefits “Security Instruments” as defined in the Existing Credit Agreement are released. The substantive rights and obligations of Section 9.03 of the parties hereto shall be governed by this Agreement, rather than the Existing Credit Agreement). Without limitation of any of the foregoing, (iia) all accrued and unpaid interest and fees and other amounts owing under this Agreement shall not in any way release or impair the rights, duties, Secured Obligations (as defined in the Existing Credit Agreement) or Liens (as defined in the Existing Credit Agreement) created pursuant to the Existing Credit Agreement shall have been paid or any other Loan Document (as defined in the Existing Credit Agreement) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Secured Obligations and Liens are assumed, ratified and affirmed by the Borrower and each of the Guarantors; (b) any and all references to the Existing Credit Agreement in any Security Instrument or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Security Instruments or Loan Documents in any such Security Instruments or any other Loan Documents shall be deemed a reference to the Security Instruments or Loan Documents under the Existing Credit Agreement, whether as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or not such interest, fees or other amounts would otherwise be due modified from time to time; and payable at such time (c) the Liens granted pursuant to the Existing Security Instruments to which any Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders Party is a party shall be redetermined based continue without any diminution thereof and shall remain in full force and effect on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on after the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Date.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Closing Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinbe, and shall not constitute, a novation of the obligations and liabilities of the parties under the Existing Credit Agreement. With effect from All Revolving Loans and including the Effective DateTerm A-1 Loans made, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Obligations incurred, under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Revolving Loans, Initial Term Loans and Obligations, respectively, under (a “Consenting Lender”), such Consenting Lender’s commitment thereunder and shall be terminated governed by the terms of) this Agreement and replaced with its respective Commitment hereunder the other Loan Documents. Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Closing 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) the “Revolving Loan Commitments” (as defined in the Existing Credit Agreement) shall be redesignated as Revolving Loan Commitments hereunder as set forth on the Commitment Schedule, (b) the “Term A-1 Loans” (as defined in the Existing Credit Agreement) shall be redesignated as Initial Term Loans hereunder in such amounts as set forth on the Commitment Schedule, (d) 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 Outstanding Revolving Credit Exposure and outstanding Loans hereunder reflects such Lender’s Pro Rata Share of the Aggregate Outstanding Revolving Credit Exposure and aggregate outstanding Loans on the Closing Date, (e) the Borrower hereby agrees to compensate each Lender and the Departing Lender for any lender and all losses and costs incurred by such Lender or the Departing Lender, as applicable, in connection with the sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 3.4 hereof and (f) the revolving loans and the “Term A-1 Loans” (as defined in the Existing Credit Agreement) previously made to the Borrower by the Departing Lender under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (if any) shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), the Departing Lender’s “Commitments” under the Existing Credit Agreement shall be terminated, the Departing Lender shall not be a Lender for any purpose hereunder (except to the extent of any indemnification of the Existing Credit Agreement that is not listed on Appendix A shall cease meant to be a continue to apply to the Departing Lender hereunder by its express terms), and its commitment thereunder the Departing Lender shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower released from any obligation or liability under the Existing Credit Agreement. Without limiting the forgoing, whether the parties hereto (including, without limitation, the Departing Lender) hereby agree that the consent of the Departing Lender shall be limited to the acknowledgements and agreements set forth in this Section 1.4 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant modifications to the Existing Credit Agreement, (iii) Agreement or the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Loan Documents.

Amendment and Restatement of Existing Credit Agreement. Upon On the execution Restatement Effective Date, this Agreement shall amend, restate and delivery supersede the Existing Credit Agreement in its entirety, except as provided in this Section 12.28. On the Restatement Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the grant of security interest in the Collateral by the Loan Parties under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under, but as amended by this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loan Documents. This Agreement represents a modification, and not a novation, of the credit facility under the Existing Credit Agreement and nothing contained herein shall be construed as a novation of the “Obligations” outstanding under, and as defined in, the Existing Credit Agreement, which shall remain in full force and effect, except as modified hereby. In the event that any payment made by any Loan Party under the Existing Credit Agreement must be disgorged or otherwise returned by any Secured Party, such Secured Party shall be entitled to the benefits of the Existing Credit Agreement and the Loan Parties shall unconditionally be obligated to repay the same along with any applicable interest and fees. The Loan Parties acknowledge, represent and warrant that they have no claims, defenses or offsets with respect to the Existing Credit Agreement or any of the “Loan Documents” (as defined therein) related thereto and that immediately prior to the effectiveness of this Agreement, the Existing Credit Agreement and such other loan and collateral documents are valid, binding and enforceable in accordance with the terms thereof. Except as provided herein, this Agreement shall not be amended and restated deemed to read (i) be a consent to any amendment, waiver or modification of any other term or condition of the Existing Credit Agreement or any other Loan Document, or (ii) operate as a waiver or otherwise prejudice any right, power or remedy that any Secured Party may now have or may have in its entirety the future under or in connection with the Existing Credit Agreement or any other Loan Document, except as specifically set forth herein. With effect from and including Upon the Effective Dateeffectiveness of this Agreement, (i) each reference in the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) Loan Documents to “the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement ” shall have been paid by the Borrower under the Existing Credit mean this Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18.

Amendment and Restatement of Existing Credit Agreement. Upon (a) It is the execution intention of the parties hereto and delivery of such parties hereby agree, from and after the Closing Date, that (i) this AgreementAgreement amends, restates, supersedes and replaces the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Dateentirety, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (aii) such amendment and restatement shall operate to renew, amend and modify certain of the extent that such Lender constitutes a lender rights and obligations of the parties under the Existing Credit Agreement (as provided herein, but shall not act as a “Consenting Lender”)novation thereof or a novation of any loans or other obligations outstanding thereunder, such Consenting Lender’s commitment thereunder all of which loans and other obligations shall be terminated deemed to be loans and replaced obligations outstanding under the corresponding facilities described in this Agreement without any further action by any Person, except that the Administrative Agent may make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with its any Revolving Credit Loans funded on the Closing Date, reflect the respective Commitment hereunder Revolving Credit Commitments of the Lenders hereunder. Unless specifically amended or restated hereby or by any other Loan Document, each of the “Loan Documents” under and (b) any lender under as defined in the Existing Credit Agreement that is not listed on Appendix A and the Exhibits and the Schedules thereto shall cease continue in full force and effect and, from and after the Closing Date, and any and all references to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement contained therein shall continue be deemed to be entitled refer to the benefits of Section 9.03 of the Existing Credit this Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower . Each Lender hereunder that is a Lender under the Existing Credit Agreement, whether or not such interestthe Borrower, fees or other amounts would otherwise be due and payable at such time pursuant each Guarantor hereby consent to the amendments to, and amendments and restatements of, the “Loan Documents” under and as defined in the Existing Credit Agreement, (iii) Agreement in the Commitment Ratio form of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders inLoan Documents, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18as applicable.

Amendment and Restatement of Existing Credit Agreement. Upon On the execution and delivery of this AgreementEffective Date, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from This Agreement and including any promissory notes issued hereunder have been given in renewal, extension, rearrangement and increase, and not in extinguishment of the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender obligations under the Existing Credit Agreement (and the notes and other documents related thereto. This Agreement does not constitute a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated novation of the obligations and replaced with its respective Commitment hereunder and (b) any lender liabilities under the Existing Credit Agreement that is or evidence repayment of any such obligations and liabilities. All guarantees in respect of the Existing Credit Agreement and the obligations relating thereto are hereby ratified, confirmed, renewed, extended, brought forward and rearranged as security for the Borrower Obligations. None of the guarantees created pursuant to the Existing Credit Agreement are released. The substantive rights and obligations of the parties hereto shall be governed by this Agreement, rather than the Existing Credit Agreement. Without limitation of any of the foregoing, (a) this Agreement shall not listed in any way release or impair the rights, duties, Borrower Obligations (as defined in the Existing Credit Agreement) or Guarantees created pursuant to the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement), in each case to the extent in force and effect thereunder as of the Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Borrower Obligations and Guarantees are assumed, ratified and affirmed by the Loan Parties; (b) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other Loan Documents (as defined in the Existing Credit Agreement) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, each Issuing Bank, the Arrangers, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) at any time prior to the Effective Date; (c) the Borrower Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on Appendix A the Effective Date, continue outstanding under this Agreement and shall cease not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a Lender hereunder refinancing, substitution or novation of such Borrower Obligations or any of the other rights, duties and its commitment thereunder obligations of the parties hereunder, and the terms “Borrower Obligations”, “Guarantor Obligations” or similar terms as such terms are used in the Loan Documents shall include the Borrower Obligations as increased, amended and restated under this Agreement; (d) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent or any Issuing Bank (as defined therein) under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement, default or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement, default or obligation is no longer set forth herein or is modified hereby; (e) any and all references to the Existing Credit Agreement in the Subsidiary Guaranty or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be terminatedfurther amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Subsidiary Guaranty or Loan Documents in any the Subsidiary Guaranty or any other Loan Documents shall be deemed a reference to the Subsidiary Guaranty or Loan Documents under the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; provided that, for the avoidance of doubt, such lender under (f) the Existing Credit Agreement shall continue to be entitled evidence the representations and warranties made by the Borrower and the MLP prior to the benefits of Section 9.03 of Effective Date; and (g) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Credit Agreement), (ii) all accrued . The amendments and unpaid interest restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and fees and other amounts owing under as defined in the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant existing prior to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Date.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (a) the execution and delivery of this AgreementAgreement by each of the parties hereto and (b) the satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated to read in its their entirety as set forth hereinby the terms and provisions of this Agreement. With effect from This Agreement is not intended and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (not constitute a novation. All Loans made and (a) to the extent that such Lender constitutes a lender Obligations incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be reallocated governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (i) 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, (ii) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall constitute Obligations under this Agreement and the other Loan Documents, (iii) the Administrative Agent shall make all reallocations, sales, assignments or other relevant actions in respect of each Existing Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each Lender’s Revolving Exposure and outstanding Revolving Loans hereunder reflect such redetermined Commitment Ratio each Revolving Lender’s Applicable Percentage of the Total Revolving Outstandings on the Effective Date and (iv) the Borrower hereby agrees to compensate each JLA Issuing Bank shall have Existing Lender and each Lender for any and all losses, costs and expenses incurred by such Existing Lender or such Lender (as applicable) in connection with the Fronting Sublimit sale and assignment of any Eurodollar Rate Loan (including “Eurodollar Rate Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms set forth in Appendix B. Section 9.183.05.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 6.01 (unless waived in accordance with the terms and provisions of this Agreement), the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation or termination of the Obligations. With effect from All “Revolving Loans” made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender “Obligations” incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Revolving Loans and Obligations under (and shall be reallocated governed by the terms of) this Agreement and the other Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Credit Documents, (b) the Existing 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 Effective Date shall continue as Obligations under this Agreement and the other Credit Documents, (d) the Administrative Agent shall administer such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s credit exposure and outstanding Loans hereunder reflect such redetermined Commitment Ratio the Commitments of the Lenders hereunder on the Effective Date and (ive) the Borrowers hereby agree to compensate each JLA Issuing Bank shall have Lender for any and all losses, costs and expenses incurred by such Lender in connection with the Fronting Sublimit sale and assignment of any Euro Rate Loans or CDOR Rate Loans (including the “Euro Rate Loans” and “CDOR Rate Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Appendix B. Section 9.182.11 hereof. Certain lenders under the Existing Credit Agreement will not be party to this Agreement (the “Departing Lenders”). On the Effective Date, the loans and commitments of each Departing Lender will be paid in full and terminated on a non-pro rata basis and each of the parties hereto hereby consents to such prepayment and termination.

Amendment and Restatement of Existing Credit Agreement. Upon Effective from and after the Closing Date, this Agreement constitutes an amendment and restatement of (a) the Amended and Restated Credit Agreement dated June 23, 2005 by and among Colonial, various lenders party thereto and Bank of Arkansas as agent for such lenders and (b) Existing ACM-TCM Credit Agreement (as amended, and together, the “Existing Credit Agreements”. The execution and delivery of this AgreementAgreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute, a novation or an accord and satisfaction of the Existing Credit Agreement shall be amended and restated Obligations or any other obligations owing to read in its entirety as set forth herein. With effect from and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder Agreements or any other existing loan document. On the Closing Date, the credit facilities and its commitment thereunder the terms and conditions thereof described in the Existing Credit Agreements shall be terminated; provided thatamended and replaced in their entirety by the credit facilities and the terms and conditions described herein, for the avoidance and all loans and other obligations of doubt, Borrowers outstanding as of such lender date under the Existing Credit Agreement Agreements shall continue be deemed to be entitled to Revolver Loans, Letters of Credit and Obligations outstanding under the benefits of Section 9.03 of corresponding facilities described herein (such that all obligations which are outstanding on the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing Closing Date under the Existing Credit Agreement Agreements shall have been paid become Obligations under this Agreement), without further action by any Person. Each of the Borrower under parties hereto hereby acknowledges and agrees that the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time grant of the security interests in the Collateral pursuant to the Existing Credit Agreementthis Agreement and in any other Loan Document (unless explicitly agreed to by Lender in writing) is not intended to, (iii) the Commitment Ratio nor shall it be construed, as constituting a release of any prior security interests granted by Borrowers in favor of Bank of Arkansas or Bank of Oklahoma in or to any Collateral or any other property of Borrowers, but is intended to constitute a restatement and reconfirmation of the Consenting Lenders shall be redetermined based on prior security interests granted by Borrowers in favor of Bank of Arkansas and Bank of Oklahoma in and to the Commitments set forth Collateral and a grant of a new security interest in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated Collateral to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Collateral Agent.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All “Revolving Advances” made, all “Letters of Credit” issued and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender all “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Revolving Advances, Letters of Credit and Obligations under (a “Consenting Lender”), such Consenting Lender’s commitment thereunder and shall be terminated governed by the terms of) this Agreement and replaced with its respective Commitment hereunder the other Loan Documents. Without limiting the foregoing, upon the occurrence of the Closing 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) the Existing Letters of Credit which remain outstanding on the Closing 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 Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments, designations or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that is not listed on Appendix A shall cease to be a Lender each such Lender’s Revolving Credit Exposure hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, reflects such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 Lender’s Applicable Percentage of the Existing outstanding aggregate Revolving Credit Agreement)Exposures on the Closing Date and (e) the Borrowers hereby agree to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Rate Revolving Advances (ii) all accrued and unpaid interest and fees and other amounts owing under including the Existing Credit Agreement shall have been paid by the Borrower “Eurodollar Revolving Rate Advances” under the Existing Credit Agreement) and such reallocation described above, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based in each case on the Commitments terms and in the manner set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (ivSection 8.03(d) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18hereof.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All Advances made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Advances and obligations under (a “Consenting Lender”), such Consenting Lender’s commitment thereunder and shall be terminated governed by the terms of) this Agreement and replaced with its respective Commitment hereunder the other Loan Documents. Without limiting the foregoing, upon the effectiveness 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) any lender the Existing Advances which remain outstanding on the Closing Date shall be reevidenced as “Advances” under this Agreement as set forth in Section 2.01, (c) all obligations under the Existing Credit Agreement that is not listed with any Lender or any Affiliate of any Lender which are outstanding on Appendix A the Closing Date shall cease to be a Lender hereunder continue as obligations under this Agreement and its commitment thereunder the other Loan Documents, (e) the Administrative Agent shall be terminated; provided thatmake such reallocations, for the avoidance sales, assignments or other relevant actions in respect of doubt, such lender each Lender’s credit exposure under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Advances hereunder reflects such Lender’s Ratable Share of the Existing outstanding aggregate Revolving Credit Agreement), Exposures on the Closing Date and (iif) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower hereby agrees to compensate, unless otherwise waived by such Lender in its sole discretion, each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based in each case on the Commitments terms and in the manner set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (ivSection 8.04(c) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18hereof.

Amendment and Restatement of Existing Credit Agreement. Upon (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01 hereof (or waiver in accordance with Section 9.02), the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated to read in its their entirety as set forth hereinby the terms and provisions of this Agreement. With effect from It is the express intent of the parties hereto that this Agreement is entered into in substitution for, and including not in payment of, the Effective Date, (i) obligations of the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Borrower under the Existing Credit Agreement and is in no way intended to constitute a novation of any of the Borrower’s indebtedness which was evidenced by the Existing Credit Agreement or any of the other Loan Documents. Upon the effectiveness hereof (a I) all “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and Revolving Loans” (bas defined in the Existing Credit Agreement) any lender made under the Existing Credit Agreement that is which are outstanding on the Restatement Effective Date shall continue as Revolving Loans under (and shall be governed by the terms of) this Agreement and shall either have the same Interest Periods as in effect under the Existing Credit Agreement or an Interest Period of one Month as determined by the Administrative Agent in consultation with the Borrower, (II) all “Letters of Credit” issued (or deemed issued) under the Existing Credit Agreement 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, (III) each Departing Lender’s outstanding “Loans” under (and as defined in) the Existing Credit Agreement as of the Restatement Effective Date shall be repaid in full in cash in immediately available funds (accompanied by any accrued and unpaid interest and fees thereon and any other amounts or liabilities owing to each Departing Lender under the Existing Credit Agreement), each Departing Lender’s “Commitment” under and as defined in the Existing Credit Agreement shall be terminated and be of no further force and effect, each Departing Lender shall not listed on Appendix A shall cease to be a Lender for any purpose hereunder (provided that each Departing Lender shall retain its respective rights as a “Lender” under the Existing Credit Agreement to expense reimbursement and its commitment thereunder indemnification pursuant to, and in accordance with, the terms of the Existing Credit Agreement), and such Departing Lender shall be terminated; provided released from any obligation or liability under the Existing Credit Agreement, (IV) all “Term Loans” (as defined in the Existing Credit Agreement) shall be paid in full including all accrued interest thereon, (V) all obligations constituting “Obligations” or “Secured Obligations” under and as defined in the Existing Credit Agreement or any Loan Document with any Lender (but not any Departing Lender or Affiliate of a Departing Lender) which are outstanding on the Restatement Effective Date and are not being paid on such date shall continue as Obligations or Secured Obligations, as applicable, under this Agreement and the other Loan Documents, (VI) 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 (in each case as defined herein), (VII) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that such Lender’s pro rata share of the outstanding Loans hereunder reflect such Lender’s pro rata share of the outstanding aggregate Loans on the Restatement Effective Date based on its Applicable Percentage, and (VIII) the Borrower shall compensate each Departing Lender for any and all losses, costs and expenses incurred by such Departing Lender in connection with the repayment of any “Eurocurrency Loans” (as defined in the Existing Credit Agreement), in each case on the terms and in the manner set forth in 2.16 of the Existing Credit Agreement, provided, however, that, for the avoidance of doubt, such lender each Lender under this Agreement agrees to waive any right to compensation under Section 2.16 in connection with the reallocation and transactions described above. Without limiting the foregoing, the parties hereto (including, without limitation, each Departing Lender) hereby agree that the consent of any Departing Lender shall be limited to the acknowledgments and agreements set forth in this Section 1.06, and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement shall continue to be entitled to or the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Loan Documents.

Amendment and Restatement of Existing Credit Agreement. Upon Effective as of the execution and delivery of this AgreementClosing Date, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth hereinby this Agreement. With effect from and including The proceeds of the Effective Date, (i) Loans made on the Commitments of each Lender party hereto Closing Date under this Agreement shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender repay any Loans outstanding under the Existing Credit Agreement Agreement. The parties hereto acknowledge and agree that (a a) all “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and Obligations” (b) any lender under as defined in the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender Agreement) under the Existing Credit Agreement shall continue be deemed to be entitled to Obligations outstanding hereunder; (b) this Agreement and the benefits other Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of Section 9.03 of the “Obligations” (as defined in the Existing Credit Agreement), ) under the Existing Credit Agreement as in effect immediately prior to the Closing Date and which remain outstanding; (iic) the “Obligations” (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuing; and (d) all accrued and unpaid interest and fees and references in the other amounts Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The promissory notes held by the Lenders to evidence the indebtedness owing by the Borrowers to the Lenders under the Existing Credit Agreement shall have been paid be retained by the Borrower Lenders in their files until this Agreement is terminated. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.3 of the Existing Credit Agreement. All revolving loans outstanding under the Existing Credit AgreementAgreement immediately prior to the Closing Date shall, whether or not such interestas of the Closing Date, fees or other amounts would otherwise be due deemed to be a borrowing of Revolving Loans in an equivalent amount hereunder as of the Closing Date. The Administrative Agent, the Borrowers and payable at such time pursuant to the Lenders hereby acknowledge and agree that the revolving commitments and participation interests in all outstanding swingline loans and letters of credit in effect under the Existing Credit Agreement, (iii) Agreement immediately prior to the Commitment Ratio of Closing Date have been reallocated to the Consenting Lenders shall be redetermined based on the Revolving Commitments set forth in the on Appendix A and the participations revolving loans and of participation interests in swingline loans and letters of credit outstanding under the Consenting Lenders inExisting Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding such reallocations shall be effective on the Effective Closing Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18do not require any Assignment and Assumption or any other action of any Person.

Amendment and Restatement of Existing Credit Agreement. Upon the The execution and delivery of this AgreementAgreement and the consummation of the transactions contemplated hereby and by the other Loan Documents are not intended by the parties to be, and shall not constitute, a novation or an accord and satisfaction of the Obligations or any other obligations owing to Agent or the Lenders under the Existing Credit Agreement or any other existing Loan Document. On the Closing Date, the credit facilities and the terms and conditions thereof described in the Existing Credit Agreement shall be amended and restated to read replaced in its their entirety as set forth by the credit facilities and the terms and conditions described herein. With effect from , and including the Effective Dateall Loans, (i) the Commitments Letters of Credit, and other Obligations of each Lender party hereto shall be Borrower outstanding as set forth on Appendix A (and (a) to the extent that of such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender date under the Existing Credit Agreement shall continue be deemed to be entitled Loans, Letters of Credit, and other Obligations outstanding under the corresponding facilities described herein (such that all Obligations which are outstanding on the Closing Date under the Existing Credit Agreement shall become Obligations under this Agreement), without further action by any Person. Each of the parties hereto hereby acknowledges and agrees that the reaffirmation of the grant of the security interests in the Collateral pursuant to the benefits Guaranty and Security Agreement and in any other Loan Document is not intended to constitute, nor shall it be construed as constituting, a release of Section 9.03 any prior security interests granted by any Loan Party in favor of Agent for the benefit of itself, the Lenders, and the Bank Product Providers in or to any Collateral or any other assets of the Loan Parties, but is intended to constitute a restatement and reconfirmation of the existing security interests granted by each Loan Party in favor of Agent for the benefit of itself, the Lenders, and the Bank Product Providers in and to the Collateral. As a material part of the consideration for Agent and Lenders entering into this Agreement and in order to induce Lenders to extend credit pursuant to this Agreement, on the date hereof each Loan Party hereby releases and forever discharges Agent and each Lender (under the Existing Credit Agreement) and their directors, officers, employees, agents, attorneys, affiliates, subsidiaries, successors and assigns from any and all liabilities, obligations, actions, contracts, claims, causes of action, damages, demands, costs and expenses whatsoever (collectively “Current Claims”), of every kind and nature, however evidenced or created, whether known or unknown, arising prior to the Closing Date involving the extension of credit under or administration of the Existing Credit Agreement or any other Loan Documents (as defined in the Existing Credit Agreement), the Obligations (iias defined in the Existing Credit Agreement) all accrued and unpaid interest and fees and incurred prior to the Closing Date by Borrowers or any other amounts owing under transactions evidenced by the Existing Credit Agreement shall have been paid by or the Borrower under Loan Documents (as defined in the Existing Credit Agreement). Upon the effectiveness of this Agreement on the Closing Date, whether or not the Lenders hereby agree to make such interestinter-Lender assignments among themselves on the Closing Date as may be required to cause the Revolving Loan Commitment, fees or other amounts would otherwise be due Term Loans and payable at such time pursuant Term Loan Commitments with respect to the Existing Credit Agreement, (iii) the Commitment Ratio Additional Term Loan Advance of each Lender as of the Consenting Lenders shall be redetermined based Closing Date to match the Revolving Loan Commitments, Term Loan and Additional Term Loan Advance set forth on Schedule C-1 to this Agreement. On the Closing Date, each Lender agrees that such Lender holds the Commitments and Loans set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated Schedule C-1 to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18this Agreement.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read and shall not constitute a novation. All “Loans” made and “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date (other than any “Term Loans” under (and as defined in) the Existing Credit Agreement to the extent repaid on the Effective Date) shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. The security interests in its entirety and liens on the Collateral created or continued by the Security Documents, whether executed pursuant to the Existing Credit Agreement or the Guarantee and Collateral Agreement, are intended to and shall secure or continue to secure the Obligations under this Agreement and such security interests and liens shall remain outstanding and subject to the terms of this Agreement and the Guarantee and Collateral Agreement. Without limiting the foregoing, upon the occurrence of the Effective Date: (a) all references in the “Loan Documents” (as set forth herein. With effect from defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and including the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing 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 Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments, designations 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 Effective Date, (ie) the Commitments Existing Loans, if any, of each Departing Lender party hereto shall be as set forth on Appendix A repaid in full (accompanied by any accrued and (a) to the extent that such Lender constitutes a lender unpaid interest and fees thereon), each Departing Lender’s “Revolving Credit Commitment” under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is each Departing Lender shall not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that(provided, for the avoidance of doubthowever, such lender under the Existing Credit Agreement that each Departing Lender shall continue to be entitled to the benefits of Section 9.03 Sections 2.15, 2.16, 2.17 and 9.03) and (f) the Borrowers hereby agree to compensate each 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 Term Benchmark Loans (including the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation (and any repayment or prepayment of a Departing Lender’s Loan) described above, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based in each case on the Commitments terms and in the manner set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.182.16 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Closing Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety and shall not constitute a novation, payment and reborrowing or termination of the “Obligations” under (and as set forth herein. With effect from and including the Effective Date, (idefined in) the Commitments of each Lender party hereto Existing Credit Agreement and the other Credit Documents as in effect prior to the Closing Date. All “Loans” made and “Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations, respectively, under (and shall be as set forth on Appendix A (governed by the terms of) this Agreement and the other Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the extent that “Agent”, the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to the Agent, this Agreement and the Credit Documents, (b) all obligations constituting “Obligations” (under and as defined in the Existing Credit Agreement) with any Bank or any Affiliate of any Bank which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Credit Documents, (c) the Company hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Lender constitutes a lender Bank in connection with the sale and assignment of any Eurodollar Rate Loans (including the “Eurodollar Rate Loans” under the Existing Credit Agreement) and such reallocation described below and in Section 2.1, in each case on the terms and in the manner set forth in Section 4.4 hereof and (d) the “Loans” (as defined in the Existing Credit Agreement) shall be reallocated as Loans owing to the Banks under this Agreement on the Closing Date in accordance with each Bank’s Pro Rata Share and, in connection therewith, the Agent shall, and is hereby authorized to, make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s Loans under the Existing Credit Agreement as are necessary in order that each such Bank’s outstanding Loans hereunder reflect such Bank’s Pro Rata Share of the Aggregate Commitment on the Closing Date. The Company hereby (a) agrees that this Agreement and the transactions contemplated hereby and thereby shall not limit or diminish its obligations arising under or pursuant to the Credit Documents to which it is a “Consenting Lender”)party, such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender reaffirms all of its obligations under the Existing Credit Agreement that Documents to which it is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio party and (ivc) acknowledges and agrees that each JLA Issuing Bank shall have the Fronting Sublimit set forth Credit Document executed by it remains in Appendix B. Section 9.18full force and effect and is hereby reaffirmed, ratified and confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Effective Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All loans made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender obligations incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be reallocated governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness 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) 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 Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations, (e) the Administrative Agent shall, in consultation with the Borrower, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such Lender’s outstanding Revolving Loans hereunder reflect such redetermined Commitment Ratio Lender’s ratable share of the outstanding Revolving Loans on the Effective Date, (f) the Loan Parties hereby agree to compensate each Lender for any and (iv) all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described above, in each JLA Issuing Bank shall have case on the Fronting Sublimit terms and in the manner set forth in Appendix B. Section 9.182.16 of the Existing Credit Agreement, and (g) each of the Loan Parties reaffirms the terms and conditions of the “Loan Documents” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the Loan Documents, and acknowledges and agrees that each “Loan Document” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the Loan Documents, remains in full force and effect and is hereby ratified, reaffirmed and confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Restatement Effective Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth herein. With effect from and including shall not constitute a novation, payment and reborrowing or termination of the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Secured Obligations under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and (b) any lender Secured Obligations incurred under the Existing Credit Agreement that is not listed which are outstanding on Appendix A the Restatement Effective Date shall cease to be a Lender hereunder continue as Loans and its commitment thereunder Secured Obligations under (and shall be terminated; provided thatgoverned by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, for on the avoidance 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 doubtCredit 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 “Secured Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall administer such lender other reallocations, sales, assignments (or other relevant actions in respect) of each Lender’s credit exposure under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the Existing outstanding aggregate Credit Agreement)Exposures on the Restatement Effective Date and (e) the Borrowers hereby agree to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (ii) all accrued and unpaid interest and fees and other amounts owing under including the Existing Credit Agreement shall have been paid by the Borrower “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based in each case on the Commitments terms and in the manner set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.182.16 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Effective Date, (a) the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement, and (b) each Departing Lender shall cease to read be a party to the Existing Credit Agreement as evidenced by its execution and delivery of its Departing Lender Signature Page. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the “Obligations” under (and as defined in) the Existing Credit Agreement and the other Loan Documents as in its entirety effect prior to the Effective Date. Any “Loans” made and “Obligations” incurred under (and as set forth herein. With effect from and including defined in) the Existing Credit Agreement which are outstanding on the Effective Date, except for the Repaid Existing Loans and Repaid Existing Obligations (i) the Commitments of each Lender party hereto as defined below), shall continue as Loans and Obligations, respectively, under (and shall be as set forth on Appendix A (governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the extent that “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” (under and as defined in the Existing Credit Agreement) with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date, except for the Repaid Existing Obligations, shall continue as Obligations under this Agreement and the other Loan Documents, (c) ODEC hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender constitutes a lender in connection with the sale and assignment of any SOFR Loans and such reallocation described below and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.14 hereof, (d) any “Loans” (as defined in the Existing Credit Agreement) outstanding on the Effective Date, except for the Repaid Existing Loans, shall be reallocated as Loans owing to the Lenders under this Agreement on the Effective Date in accordance with each Lender’s Applicable Percentage and, in connection therewith, Administrative Agent shall, and is hereby authorized to, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Loans under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Loans hereunder reflect such Lxxxxx’s Applicable Percentage of the aggregate Commitments on the Effective Date and (a e) any Existing Loans (as defined in Section 2.01) of each Departing Lender (the “Consenting LenderRepaid Existing Loans”) shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon) (the obligation to pay any such amounts collectively with the Repaid Existing Loans, the “Repaid Existing Obligations”), such Consenting each Departing Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender “Commitment” under the Existing Credit Agreement shall continue to be entitled to terminated and each Departing Lender shall not be a Lender hereunder. ODEC hereby (a) agrees that this Agreement and the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing transactions contemplated hereby shall not limit or diminish its obligations arising under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreementother Loan Documents to which it is a party, (iiib) reaffirms all of its obligations under the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated Loan Documents to reflect such redetermined Commitment Ratio which it is a party and (ivc) acknowledges and agrees that each JLA Issuing Bank shall have the Fronting Sublimit set forth Loan Document executed by it remains in Appendix B. Section 9.18full force and effect and is hereby reaffirmed, ratified and confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Effective Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read and shall not constitute a novation, payment and reborrowing or termination of the “Obligations” under (and as defined in) the Existing Credit Agreement and the other Loan Documents as in its entirety effect prior to the Effective Date. All “Loans” made and “Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness 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” (under and as defined in the Existing Credit Agreement) with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Company hereby agrees to compensate each Lender (including 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 described below and in Section 2.01, in each case on the terms and in the manner set forth herein. With effect from and including in Section 2.16 hereof, (d) on the Effective Date, the “Loans” (ias defined in the Existing Credit Agreement) the Commitments of each Lender party hereto shall be reallocated as set forth on Appendix A (and (a) Loans owing to the extent that such Lenders under this Agreement on the Effective Date (including any Loans of any Departing Lender constitutes a lender outstanding under the Existing Credit Agreement (a “Consenting Lender”), such Consenting as of the Effective Date) in accordance with each Lender’s commitment thereunder shall be terminated pro rata share and, in connection therewith, the Administrative Agent shall, and replaced with its respective Commitment hereunder and (b) any lender is hereby authorized to, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Loans under the Existing Credit Agreement as are necessary in order that is not listed each such Lender’s outstanding Loans hereunder reflect such Lender’s pro rata share of the Aggregate Commitment on Appendix A shall cease to be a the Effective Date (including any Loans of any Departing Lender hereunder outstanding under the Existing Credit Agreement as of the Effective Date) and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender (e) each Departing Lender’s “Commitment” under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 terminated, such Departing Lender shall be paid any and all outstanding Loans as of the Existing Credit Agreement), Effective Date and each Departing Lender shall not be a Lender hereunder. The Company hereby (iia) all accrued agrees that this Agreement and unpaid interest the transactions contemplated hereby and fees and other amounts owing thereby shall not limit or diminish its obligations arising under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit AgreementLoan Documents to which it is a party, (iiib) reaffirms all of its obligations under the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated Loan Documents to reflect such redetermined Commitment Ratio which it is a party and (ivc) acknowledges and agrees that each JLA Issuing Bank shall have the Fronting Sublimit set forth Loan Document executed by it remains in Appendix B. Section 9.18full force and effect and is hereby reaffirmed, ratified and confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon The Borrowers, the Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of 105 THIS AGREEMENT. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation of the Existing Credit Agreement or the Indebtedness created thereunder. With effect from and including The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, (i) automatically be deemed amended and the Commitments of each Lender party hereto only commitments to extend credit shall be as set forth on Appendix A (and those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the extent “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such Lender’s Applicable Percentage of the Aggregate Commitment on the Effective Date and the Company hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender constitutes a lender in connection with the sale and assignment of any Eurocurrency Loans on the terms and in the manner set forth in Section 2.16 hereof and (e) upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the outstanding “Obligations” owing to it under the Existing Credit Agreement (a other than obligations to pay fees and expenses with respect to which the Company has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under Loan Documents” as defined in the Existing Credit Agreement that is which shall survive in respect of such Departing Lender to the same extent such obligations would survive termination of the Existing Credit Agreement) and each Departing Lender shall not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement (but shall continue to be entitled to the benefits of Section 9.03 Sections 2.15, 2.16, 2.17 and 9.03, in each case, of the Existing Credit Agreement), (ii) all accrued Agreement with respect to facts and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant circumstances occurring prior to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Date).

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Restatement Effective Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All loans made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Secured Obligations under (a “Consenting Lender”), such Consenting Lender’s commitment thereunder and shall be terminated governed by the terms of) this Agreement and replaced with its respective Commitment hereunder the other Loan Documents. Without limiting the foregoing, upon the effectiveness 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) 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 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, (d) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations, (e) the Administrative Agent shall, in consultation with the Borrower, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that is not listed each such Lender’s outstanding Revolving Loans hereunder reflect such Lender’s ratable share of the outstanding Revolving Loans on Appendix A shall cease the Restatement Effective Date, (f) the Loan Parties hereby agree to be a compensate each Lender hereunder for any and its commitment thereunder shall be terminated; provided thatall losses, for costs and expenses incurred by such Lender in connection with the avoidance sale and assignment of doubtany Eurodollar Loans and such reallocation described above, such lender under in each case on the Existing Credit Agreement shall continue to be entitled to terms and in the benefits of manner set forth in Section 9.03 2.16 of the Existing Credit Agreement), and (iig) all accrued each of the Loan Parties reaffirms the terms and unpaid interest conditions of the “Loan Documents” (as referred to and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under defined in the Existing Credit Agreement) executed by it, whether or not such interestas modified and/or restated by the Loan Documents, fees or other amounts would otherwise be due and payable at such time pursuant acknowledges and agrees that each “Loan Document” (as referred to and defined in the Existing Credit Agreement) executed by it, (iii) as modified and/or restated by the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth Loan Documents, remains in the Appendix A full force and the participations of the Consenting Lenders ineffect and is hereby ratified, reaffirmed and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 6.01 (unless waived in accordance with the terms and provisions of this Agreement), the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation or termination of the Obligations. With effect from All “Revolving Loans” made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender “Obligations” incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Revolving Loans and Obligations under (and shall be reallocated governed by the terms of) this Agreement and the other Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Credit Documents, (b) the Existing 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 Effective Date shall continue as Obligations under this Agreement and the other Credit Documents, (d) the Administrative Agent shall administer such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s credit exposure and outstanding Loans hereunder reflect such redetermined Commitment Ratio the Commitments of the Lenders hereunder on the Effective Date and (ive) the Borrowers hereby agree to compensate each JLA Issuing Bank shall have Lender for any and all losses, costs and expenses incurred by such Lender in connection with the Fronting Sublimit sale and assignment of any Eurocurrency Rate Loans or CDOR Rate Loans (including the “Euro Rate Loans” and “CDOR Rate Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Appendix B. Section 9.182.11 hereof. Certain lenders under the Existing Credit Agreement will not be party to this Agreement (the “Departing Lenders”). On the Effective Date, the loans and commitments of each Departing Lender will be paid in full and terminated on a non-pro rata basis and each of the parties hereto hereby consents to such prepayment and termination. Section 12.28

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Sections 5.1 and 5.2, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read and shall not constitute a novation. All “Loans” made and “Obligations” incurred under and as defined in its entirety as set forth herein. With effect from and including the Effective Existing Credit Agreement which are outstanding on the Closing Date, if any, shall continue as Loans and Obligations under (i) the Commitments of each Lender party hereto and shall be as set forth on Appendix A (governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the extent that “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 “Letters of Credit” issued (or deemed issued) under and as defined in the Existing Credit Agreement which remain outstanding on the Closing Date, if any, shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) notwithstanding any provisions to the contrary in the Existing Credit Agreement, the Administrative Agent shall make such Lender constitutes a lender reallocations, sales, assignments or other relevant actions in respect of each Lender’s Pro Rata Share of the “Revolving Credit Obligations” under the Existing Credit Agreement (a “Consenting Lender”), and participations therein as are necessary in order that the Revolving Credit Obligations with respect to such Consenting Lender hereunder reflects such Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder Pro Rata Share of the Revolving Credit Obligations on the Closing Date and (bd) to the extent any lender “Loans” are outstanding under the Existing Credit Agreement that is not listed on Appendix A shall cease the Closing Date, the Borrowers hereby agree to be a compensate each Lender, unless waived by such Lender hereunder and in its commitment thereunder shall be terminated; provided thatsole discretion, for any and all losses, costs and expenses incurred by such Lender in connection with the avoidance reallocation, sale or assignment of doubt, such lender any Eurocurrency Rate Loans (including the “Eurocurrency Rate Loans” under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based in each case on the Commitments terms and in the manner set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.184.4 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Closing Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety and shall not constitute a novation, payment and reborrowing or termination of the “Obligations” under (and as set forth herein. With effect from and including the Effective Date, (idefined in) the Commitments of each Lender party hereto Existing Credit Agreement and the other Credit Documents as in effect prior to the Closing Date. All “Loans” made and “Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations, respectively, under (and shall be as set forth on Appendix A (governed by the terms of) this Agreement and the other Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the extent that “Agent”, the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to the Agent, this Agreement and the Credit Documents, (b) all obligations constituting “Obligations” (under and as defined in the Existing Credit Agreement) with any Bank or any Affiliate of any Bank which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Credit Documents, (c) the Company hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Lender constitutes a lender Bank in connection with the sale and assignment of any Eurodollar Rate Loans (including the “Eurodollar Rate Loans” under Amended and Restated Revolving Credit Agreement The Bank of Nova Scotia/Consumers Energy the Existing Credit Agreement) and such reallocation described below and in Section 2.1, in each case on the terms and in the manner set forth in Section 4.4 hereof and (d) the “Loans” (as defined in the Existing Credit Agreement) shall be reallocated as Loans owing to the Banks under this Agreement on the Closing Date in accordance with each Bank’s Pro Rata Share and, in connection therewith, the Agent shall, and is hereby authorized to, make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s Loans under the Existing Credit Agreement as are necessary in order that each such Bank’s outstanding Loans hereunder reflect such Bank’s Pro Rata Share of the Aggregate Commitment on the Closing Date. The Company hereby (a “Consenting Lender”), such Consenting Lender’s commitment thereunder i) agrees that this Agreement and the transactions contemplated hereby and thereby shall be terminated and replaced with not limit or diminish its respective Commitment hereunder and (b) any lender obligations arising under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled or pursuant to the benefits of Section 9.03 of the Existing Credit Agreement)Documents to which it is a party, (ii) reaffirms all accrued and unpaid interest and fees and other amounts owing of its obligations under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due Documents to which it is a party and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth acknowledges and agrees that each Credit Document executed by it remains in the Appendix A full force and the participations of the Consenting Lenders ineffect and is hereby reaffirmed, ratified and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Effective Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in its entirety the “Loan Documents” (as set forth herein. With 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 Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect from with respect to all Secured Obligations, (e) the Administrative Agent shall, in consultation with the Borrower, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and including loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such Lender’s outstanding Revolving Loans hereunder reflect such Lender’s ratable share of the outstanding Revolving Loans on the Effective Date, (if) the Commitments of Obligors hereby agree to compensate each Lender party hereto shall be as (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and such reallocation described above, in each case on the terms and in the manner set forth on Appendix A in Section 2.16 of the Existing Credit Agreement, (and (ag) to the extent that such Lender constitutes a lender outstanding “Loans” under the Existing Credit Agreement of each Departing Lender shall be repaid in full (a “Consenting Lender”accompanied by any accrued and unpaid interest and fees thereon), such Consenting each Departing Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender “Commitment” under the Existing Credit Agreement shall continue be terminated and each Departing Lender shall not be a Lender hereunder and (h) each of the Obligors reaffirms the terms and conditions of the “Loan Documents” (as referred to be entitled to the benefits of Section 9.03 of and defined in the Existing Credit Agreement)) executed by it, (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid as modified and/or restated by the Borrower under Loan Documents, and acknowledges and agrees that each “Loan Document” (as referred to and defined in the Existing Credit Agreement) executed by it, whether or not such interestas modified and/or restated by the Loan Documents, fees or other amounts would otherwise be due remains in full force and payable at such time pursuant to the Existing Credit Agreementeffect and is hereby ratified, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A reaffirmed and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01 hereof (or waiver in accordance with Section 9.02), the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated to read in its their entirety as set forth hereinby the terms and provisions of this Agreement. With effect from It is the express intent of the parties hereto that this Agreement is entered into in substitution for, and including not in payment of, the Effective Date, (i) obligations of the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Borrower under the Existing Credit Agreement and is in no way intended to constitute a novation of any of the Borrower’s indebtedness which was evidenced by the Existing Credit Agreement or any of the other Loan Documents. Upon the effectiveness hereof (a I) all “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and Revolving Loans” (bas defined in the Existing Credit Agreement) any lender made under the Existing Credit Agreement that is which are outstanding on the Restatement Effective Date shall continue as Revolving Loans under (and shall be governed by the terms of) this Agreement and shall either have the same Interest Periods as in effect under the Existing Credit Agreement or an Interest Period of one Month as determined by the Administrative Agent in consultation with the Borrower, (II) all “Letters of Credit” issued (or deemed issued) under the Existing Credit Agreement 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, (III) each Departing Lender’s outstanding “Loans” under (and as defined in) the Existing Credit Agreement as of the Restatement Effective Date shall be repaid in ​ ​ ​ full in cash in immediately available funds (accompanied by any accrued and unpaid interest and fees thereon and any other amounts or liabilities owing to each Departing Lender under the Existing Credit Agreement), each Departing Lender’s “Commitment” under and as defined in the Existing Credit Agreement shall be terminated and be of no further force and effect, each Departing Lender shall not listed on Appendix A shall cease to be a Lender for any purpose hereunder (provided that each Departing Lender shall retain its respective rights as a “Lender” under the Existing Credit Agreement to expense reimbursement and its commitment thereunder indemnification pursuant to, and in accordance with, the terms of the Existing Credit Agreement), and such Departing Lender shall be terminated; provided released from any obligation or liability under the Existing Credit Agreement, (IV) all “Term Loans” (as defined in the Existing Credit Agreement) shall be paid in full including all accrued interest thereon, (V) all obligations constituting “Obligations” or “Secured Obligations” under and as defined in the Existing Credit Agreement or any Loan Document with any Lender (but not any Departing Lender or Affiliate of a Departing Lender) which are outstanding on the Restatement Effective Date and are not being paid on such date shall continue as Obligations or Secured Obligations, as applicable, under this Agreement and the other Loan Documents, (VI) 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 (in each case as defined herein), (VII) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that such Lender’s pro rata share of the outstanding Loans hereunder reflect such Lender’s pro rata share of the outstanding aggregate Loans on the Restatement Effective Date based on its Applicable Percentage, and (VIII) the Borrower shall compensate each Departing Lender for any and all losses, costs and expenses incurred by such Departing Lender in connection with the repayment of any “Eurocurrency Loans” (as defined in the Existing Credit Agreement), in each case on the terms and in the manner set forth in 2.16 of the Existing Credit Agreement, provided, however, that, for the avoidance of doubt, such lender each Lender under this Agreement agrees to waive any right to compensation under Section 2.16 in connection with the reallocation and transactions described above. Without limiting the foregoing, the parties hereto (including, without limitation, each Departing Lender) hereby agree that the consent of any Departing Lender shall be limited to the acknowledgments and agreements set forth in this Section 1.06, and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement shall continue to be entitled to or the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Loan Documents.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Closing Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety and shall not constitute a novation, payment and reborrowing or termination of the “Obligations” under (and as set forth herein. With effect from and including the Effective Date, (idefined in) the Commitments of each Lender party hereto Existing Credit Agreement and the other Credit Documents as in effect prior to the Closing Date. All “Loans” made and “Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations, respectively, under (and shall be as set forth on Appendix A (governed by the terms of) this Agreement and the other Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the extent that “Agent”, the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to the Agent, this Agreement and the Credit Documents, (b) all obligations constituting “Obligations” (under and as defined in the Existing Credit Agreement) with any Bank or any Affiliate of any Bank which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Credit Documents, (c) the Company hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Lender constitutes a lender Bank in connection with the sale and assignment of any EurodollarTerm SOFR Rate Loans (including the “EurodollarTerm SOFR Rate Loans” under the Existing Credit Agreement) and such reallocation described below and in Section 2.1, in each case on the terms and in the manner set forth in Section 4.4 hereof and (d) the “Loans” (as defined in the Existing Credit Agreement) shall be reallocated as Loans owing to the Banks under this Agreement on the Closing Date in accordance with each Bank’s Pro Rata Share and, in connection therewith, the Agent shall, and is hereby authorized to, make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s Loans under the Existing Credit Agreement as are necessary in order that each such Bank’s outstanding Loans hereunder reflect such Bank’s Pro Rata Share of the Aggregate Commitment on the Closing Date. The Company hereby (a “Consenting Lender”), such Consenting Lender’s commitment thereunder i) agrees that this Agreement and the transactions contemplated hereby and thereby shall be terminated and replaced with not limit or diminish its respective Commitment hereunder and (b) any lender obligations arising under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled or pursuant to the benefits of Section 9.03 of the Existing Credit Agreement)Documents to which it is a party, (ii) reaffirms all accrued and unpaid interest and fees and other amounts owing of its obligations under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due Documents to which it is a party and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth acknowledges and agrees that each Credit Document executed by it remains in the Appendix A full force and the participations of the Consenting Lenders ineffect and is hereby reaffirmed, ratified and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon On the execution and delivery of this AgreementZion Transactions Amendment Effective Date, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With in Annex I hereto (as set forth in such Annex I, the “Third Amended and Restated Credit Agreement”), provided that those provisions and amendments set forth in the Third Amended and Restated Credit Agreement which give effect from to the Synthetic L/C Amendment shall be amended and including restated on the Synthetic L/C Amendment Effective Date, . By executing this Amendment Agreement (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (hereby consents and agrees to the amendments and modifications to the Existing Credit Agreement contained in this Amendment Agreement and in the Third Amended and Restated Credit Agreement and (aii) to the extent that each Synthetic Lender executes this Amendment Agreement, such Synthetic Lender constitutes hereby consents and agrees to (x) convert its Synthetic Letter of Credit Participation Obligation into a lender under Term L/C Facility Commitment (as such term is defined in the Third Amended and Restated Credit Agreement) and (y) all other amendments and modifications to the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under relating to or contemplated by the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for Synthetic L/C Amendment. For the avoidance of doubt, such lender under the Existing Credit execution of this Amendment Agreement shall continue to be entitled effective as consent to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant proposed amendments to the Existing Credit AgreementDuratek Loan Agreement as contemplated by that certain amendment agreement, (iii) of even date herewith, by and among Duratek, Inc., the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A lenders party from time to time thereto, CGMI and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18CNAI.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All Loans made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Obligations incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be reallocated governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to reflect 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 Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such redetermined Commitment Ratio 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 Exposures and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Effective Date and (ivd) the Borrower hereby agrees to compensate each JLA Issuing Bank shall have Lender for any and all losses, costs and expenses incurred by such Lender in connection with the Fronting Sublimit sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Appendix B. Section 9.182.16 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Effective Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in its entirety the “Loan Documents” (as set forth herein. With 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 Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect from with respect to all Secured Obligations, (e) the Administrative Agent shall, in consultation with the Borrower, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and including loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such Lender’s outstanding Revolving Loans hereunder reflect such Lender’s ratable share of the outstanding Revolving Loans on the Effective Date, (if) the Commitments of Loan Parties hereby agree to compensate each Lender party hereto shall be as (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 Eurodollar Loans and such reallocation described above, in each case on the terms and in the manner set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under in Section 2.16 of the Existing Credit Agreement Agreement, (a g) each of the Loan Parties reaffirms the terms and conditions of the “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated Loan Documents” (as referred to and replaced with its respective Commitment hereunder and (b) any lender under defined in the Existing Credit Agreement Agreement) executed by it, as modified and/or restated by the Loan Documents, and acknowledges and agrees that each “Loan Document” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the Loan Documents, remains in full force and effect and is not listed on Appendix A shall cease to be a hereby ratified, reaffirmed and confirmed and (h) the outstanding loans, if any, made by each Departing Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), repaid in full (ii) all accompanied by any accrued and unpaid interest and fees and other amounts owing thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or be terminated and each Departing Lender shall not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18a Lender hereunder.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Closing Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinbe, and shall not constitute, a novation of the obligations and liabilities of the parties under the Existing Credit Agreement. With effect from All Revolving Loans and including the Effective DateTerm A-1 Loans made, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Obligations incurred, under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Revolving Loans, Initial Term Loans and Obligations, respectively, under (a “Consenting Lender”), such Consenting Lender’s commitment thereunder and shall be terminated governed by the terms of) this Agreement and replaced with its respective Commitment hereunder the other Loan Documents. Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Closing 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) the “Revolving Loan Commitments” (as defined in the Existing Credit Agreement) shall be redesignated as Revolving Loan Commitments hereunder as set forth on the Commitment Schedule, (b) the “Term A-1 Loans” (as defined in the Existing Credit Agreement) shall be redesignated as Initial 12660163v2 Term Loans hereunder in such amounts as set forth on the Commitment Schedule, (d) 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 Outstanding Revolving Credit Exposure and outstanding Loans hereunder reflects such Lender’s Pro Rata Share of the Aggregate Outstanding Revolving Credit Exposure and aggregate outstanding Loans on the Closing Date, (e) the Borrower hereby agrees to compensate each Lender and the Departing Lender for any lender and all losses and costs incurred by such Lender or the Departing Lender, as applicable, in connection with the sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 3.4 hereof and (f) the revolving loans and the “Term A-1 Loans” (as defined in the Existing Credit Agreement) previously made to the Borrower by the Departing Lender under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (if any) shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), the Departing Lender’s “Commitments” under the Existing Credit Agreement shall be terminated, the Departing Lender shall not be a Lender for any purpose hereunder (except to the extent of any indemnification of the Existing Credit Agreement that is not listed on Appendix A shall cease meant to be a continue to apply to the Departing Lender hereunder by its express terms), and its commitment thereunder the Departing Lender shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower released from any obligation or liability under the Existing Credit Agreement. Without limiting the forgoing, whether the parties hereto (including, without limitation, the Departing Lender) hereby agree that the consent of the Departing Lender shall be limited to the acknowledgements and agreements set forth in this Section 1.4 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant modifications to the Existing Credit Agreement, (iii) Agreement or the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Loan Documents.

Amendment and Restatement of Existing Credit Agreement. Upon The Borrowers, the Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation of the Existing Credit Agreement or the Indebtedness created thereunder. With effect from and including The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, (i) automatically be deemed amended and the Commitments of each Lender party hereto only commitments to extend credit shall be as set forth on Appendix A (and those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the extent “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Xxxxxx’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage of the Aggregate Commitment on the Effective Date and the Company hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender constitutes a lender in connection with the sale and assignment of any Eurocurrency Loans on the terms and in the manner set forth in Section 2.16 hereof and (e) upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the outstanding “Obligations” owing to it under the Existing Credit Agreement (a other than obligations to pay fees and expenses with respect to which the Company has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under Loan Documents” as defined in the Existing Credit Agreement that is which shall survive in respect of such Departing Lender to the same extent such obligations would survive termination of the Existing Credit Agreement) and each Departing Lender shall not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement (but shall continue to be entitled to the benefits of Section 9.03 Sections 2.15, 2.16, 2.17 and 9.03, in 110 each case, of the Existing Credit Agreement), (ii) all accrued Agreement with respect to facts and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant circumstances occurring prior to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Date).

Amendment and Restatement of Existing Credit Agreement. This Agreement amends, restates and consolidates into one document (i) that certain Loan Agreement, dated as of March 27, 2013, between the Borrower, the lenders party thereto, and Citibank, as administrative agent (as amended, restated or otherwise modified to date, the “Existing Credit Agreement”) and (ii) that certain Security Agreement, dated as of March 27, 2013, between the Borrower, as pledgor and Citibank, as security agent (as amended, restated or otherwise modified to date, the “Existing Security Agreement”). Upon the execution and delivery effectiveness of this Agreement, from and after the Closing Date: (a) the terms and conditions of the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Dateherein and, (i) the Commitments of each Lender party hereto as so amended, shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and restated in their entirety; (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit this Agreement shall continue to be entitled to not in any way release or impair the benefits of Section 9.03 of the Existing Credit Agreement)rights, (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreementduties, whether obligations or not such interest, fees or other amounts would otherwise be due and payable at such time Liens created pursuant to the Existing Credit Agreement, the Existing Security Agreement or any other “Loan Document” (iiias defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder immediately prior to the Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, obligations and Liens are assumed, ratified and affirmed by the Borrower; (c) all indemnification obligations of the Borrower under the Existing Credit Agreement and any other “Loan Documents” (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Secured Parties and any other Person indemnified under the Existing Credit Agreement or any other “Loan Document” (as defined therein) at any time prior to the Closing Date; (d) the Commitment Ratio obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such obligations or any of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A other rights, duties and the participations obligations of the Consenting Lenders inparties hereunder, and the obligations terms “obligations” and “Secured Obligations” as such terms are used in the “Loan Documents” (each as defined in the Existing Credit Agreement) shall include the Obligations as increased, amended and restated under this Agreement; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Consenting Lenders in respect of“Lender,” the “Security Agent” or the “Secured Parties” (each as defined therein) under the Existing Credit Agreement, nor constitute a waiver of any Letters of covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio obligation is no longer set forth herein or is modified hereby; and (ivf) each JLA Issuing Bank the Liens granted pursuant to the Existing Security Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) to which the Borrower is a party shall have continue without any diminution thereof and shall remain in full force and effect on and after the Fronting Sublimit set forth in Appendix B. Section 9.18Closing Date. 109

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read and shall not constitute a novation. All “Loans” made and “Obligations” incurred under the Existing Credit Agreement which are outstanding on the 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, upon the occurrence of the Effective Date: (a) all references in its entirety the “Loan Documents” (as set forth herein. With effect from defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and including the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing 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 Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments, designations 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 Effective Date, (ie) the Commitments Existing Loans, if any, of each Departing Lender party hereto shall be as set forth on Appendix A repaid in full (accompanied by any accrued and (a) to the extent that such Lender constitutes a lender unpaid interest and fees thereon), each Departing Lender’s “Revolving Credit Commitment” under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is each Departing Lender shall not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that(provided, for the avoidance of doubthowever, such lender under the Existing Credit Agreement that each Departing Lender shall continue to be entitled to the benefits of Section 9.03 Sections 2.15, 2.16, 2.17 and 9.03) and (f) the Borrowers hereby agree to compensate each 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 Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower “LIBOR Loans” under the Existing Credit Agreement) and such reallocation (and any repayment or prepayment of a Departing Lender’s Loan) described above, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based in each case on the Commitments terms and in the manner set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.182.16 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Sections 5.1 and 5.2, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All Loans made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations under (a “Consenting Lender”), such Consenting Lender’s commitment thereunder and shall be terminated and replaced with its respective Commitment hereunder and governed by the terms of) this Agreement. Without limiting the foregoing, upon the effectiveness hereof: (ba) any lender all Letters of Credit issued (or deemed issued) under the Existing Credit Agreement that is not listed which remain outstanding on Appendix A the Closing Date shall cease to be a Lender hereunder continue as Letters of Credit under (and its commitment thereunder shall be terminated; provided thatgoverned by the terms of) this Agreement, for (b) all Obligations constituting Hedging Obligations or Banking Services Obligations with any Lender or any Affiliate of any Lender which are outstanding on the avoidance Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations of doubt, such lender each Lender’s Pro Rata Share of the “Revolving Credit Obligations” under the Existing Credit Agreement shall continue as are necessary in order that the Revolving Credit Obligations with respect to be entitled such Lender hereunder reflects such Lender’s Pro Rata Share of the Revolving Credit Obligations and (d) the Borrowers hereby agree to compensate each Lender, unless waived by such Lender in its sole discretion, for any and all losses, costs and expenses incurred by such Lender in connection with the benefits reallocation of Section 9.03 of any Eurocurrency Rate Loans (including the “Eurocurrency Rate Loans” under the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based in each case on the Commitments terms and in the manner set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.184.4 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, the execution terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All Loans made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Secured Obligations incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be reallocated governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the "Loan Documents" (as defined in the Existing Credit Agreement) to reflect 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) the Existing 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" under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such redetermined Commitment Ratio reallocations, sales, assignments or other relevant actions in respect of each Lender's credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender's Credit Exposure hereunder reflects such Lender's Applicable Percentage of the outstanding Aggregate Credit Exposure on the Effective Date and (ive) the Borrower hereby agrees to compensate each JLA Issuing Bank shall have Lender for any and all losses, costs and expenses incurred by such Lender in connection with the Fronting Sublimit sale and assignment of any Eurodollar Loans (including the "Eurodollar Loans" under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Appendix B. Section 9.182.16 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including On the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under this Agreement shall amend and restate the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with in its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided thatentirety but, for the avoidance of doubt, such lender under shall not constitute a novation, discharge, rescission, extinguishment or substitution of the parties’ rights and obligations thereunder, (b) the respective “Commitments” thereunder (and as defined therein) shall automatically continue as 135 “Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall continue to be entitled to evidenced by this Agreement and the benefits other Loan Documents, (d) the “Revolving Loans” under (and as defined in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Revolving Loans hereunder and the “Term Loans” under (and as defined in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Term Loans hereunder (and in the case of Section 9.03 Revolving Loans and/or Term Loans that are Eurodollar Loans, with the same Interest Periods or the remaining portions of such Interest Periods, as applicable, established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement, and (iie) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, (x) all accrued such Loans and unpaid all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the effectiveness of this Agreement, to the extent necessary to ensure the Lenders hold such Loans and participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.01A, (y) each applicable Lender to whom Loans are so reallocated shall make full cash settlement on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and (z) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurodollar Loans on the Effective Date. All interest and fees and other amounts expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio calculated as of the Effective Date (pro-rated in the case of any fractional periods), and (iv) each JLA Issuing Bank shall have be paid on the Fronting Sublimit set forth in Appendix B. Section 9.18Effective Date.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read and shall not constitute a novation. All “Loans” made and “Obligations” incurred under the Existing Credit Agreement which are outstanding on the 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, upon the occurrence of the Effective Date: (a) all references in its entirety the “Loan Documents” (as set forth herein. With effect from defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and including the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing 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 Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments, designations 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 Effective Date, (ie) the Commitments Existing Loans, if any, of each Departing Lender party hereto shall be as set forth on Appendix A repaid in full (accompanied by any accrued and (a) to the extent that such Lender constitutes a lender unpaid interest and fees thereon), each Departing Lender’s “Revolving Credit Commitment” under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is each Departing Lender shall not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that(provided, for the avoidance of doubthowever, such lender under the Existing Credit Agreement that each Departing Lender shall continue to be entitled to the benefits of Section 9.03 Sections 2.15, 2.16, 2.17 and 9.03) and (f) the Borrowers hereby agree to compensate each 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 Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation (and any repayment or prepayment of a Departing Lender’s Loan) described above, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based in each case on the Commitments terms and in the manner set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.182.16 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Sections 5.1 and 5.2, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read and shall not constitute a novation. All “Loans” made and “Obligations” incurred under and as defined in its entirety as set forth herein. With effect from and including the Effective Existing Credit Agreement which are outstanding on the Closing Date, if any, shall continue as Loans and Obligations under (i) the Commitments of each Lender party hereto and shall be as set forth on Appendix A (governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the extent that “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 “Letters of Credit” issued (or deemed issued) under and as defined in the Existing Credit Agreement which remain outstanding on the Closing Date, if any, shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) notwithstanding any provisions to the contrary in the Existing Credit Agreement, the Administrative Agent shall make such Lender constitutes a lender reallocations, sales, assignments or other relevant actions in respect of each Lender’s Pro Rata Share of the “Revolving Credit Obligations” under the Existing Credit Agreement and participations therein as are necessary in order that the Revolving Credit Obligations with respect to such Lender hereunder reflects such Lender’s Pro Rata Share of the Revolving Credit Obligations on the Closing Date, (a “Consenting Lender”d) the Previous Revolving Loans (as defined in Section 2.1(A)) of each Departing Lender shall be repaid in full in cash in immediately available funds (accompanied by any accrued and unpaid interest and fees thereon and any other amounts or liabilities owing to each Departing Lender under the Existing Credit Agreement), such Consenting each Departing Lender’s commitment thereunder “Revolving Loan Commitment” under the Existing Credit Agreement shall be terminated and replaced with its respective Commitment be of no further force and effect, each Departing Lender shall not be a Lender for any purpose hereunder and (b) except to the extent of any lender under indemnification of the Existing Credit Agreement that is not listed on Appendix A shall cease meant to be a continue to apply to such Departing Lender hereunder by its express terms), and its commitment thereunder such Departing Lender shall be terminated; provided that, for the avoidance of doubt, such lender released from any obligation or liability under the Existing Credit Agreement shall continue to be entitled and (e) to the benefits extent any “Loans” are outstanding under the Existing Credit Agreement on the Closing Date, the Borrowers hereby agree to compensate each Lender and each Departing Lender, unless waived by such Lender in its sole discretion, for any and all losses, costs and expenses incurred by such Lender in connection with the reallocation, sale or assignment of Section 9.03 of any Eurocurrency Rate Loans (including the “Eurocurrency Rate Loans” under the Existing Credit Agreement), in each case on the terms and in the manner set forth in Section 4.4 hereof. Without limiting the forgoing, the parties hereto (iiincluding, without limitation, each Departing Lender) all accrued hereby agree that the consent of any Departing Lender shall be limited to the acknowledgements and unpaid interest agreements set forth in this Section 1.5 and fees and shall not be required as a condition to the effectiveness of any other amounts owing under amendments, restatements, supplements or modifications to the Existing Credit Agreement shall have been paid by or the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Loan Documents.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Restatement Effective Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth herein. With effect from and including shall not constitute a novation, payment and reborrowing or termination of the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Obligations under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and (b) any lender Obligations incurred under the Existing Credit Agreement that is not listed which are outstanding on Appendix A the Restatement Effective Date shall cease to be a Lender hereunder continue as Loans and its commitment thereunder Obligations under (and shall be terminated; provided thatgoverned by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness 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) Existing 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” and/or “Swap Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations or Swap Obligations, as applicable, under this Agreement and the other Loan Documents, (d) the liens and security interests in favor of the Administrative Agent for the avoidance benefit of doubtthe Holders of Secured Obligations securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (e) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such lender Lender in connection with the sale and assignment of any LIBOR Loans and such reallocation described below, in each case on the terms and in the manner set forth in Section 2.16 hereof, (f) the “Revolving Commitments” (as defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, 2012 Revolving Commitments and 2014 Revolving Commitments hereunder, (g) the “Tranche A Term Loans” (as defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, 2012 Tranche A Term Loans and 2014 Tranche A Term Loans hereunder and, in connection therewith, the Administrative Agent shall, and is hereby authorized to, prepare a schedule reflecting the outstanding Tranche A Term Loans as of the Restatement Effective Date, (h) the “Tranche B Term Loans” (as defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, 0000 Xxxxxxx X Term Loans, 0000 Xxxxxxx X Term Loans and 0000 Xxxxxxx X Term Loans hereunder and, in connection therewith, the Administrative Agent shall, and is hereby authorized to, prepare a schedule reflecting the outstanding Tranche B Term Loans as of the Restatement Effective Date and (i) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Exposure, outstanding Tranche A Term Loans hereunder and outstanding Tranche B Term Loans hereunder reflects such Lender’s 2012 Applicable Percentage, 2014 Applicable Percentage, 0000 Xxxxxxx X Xxxxxxxxxx Xxxxxxxxxx, 0000 Xxxxxxx X Applicable Percentage or 2017 Tranche B Applicable Percentage, as applicable, of the outstanding aggregate Revolving Exposures and Term Loans on the Restatement Effective Date. In the event that any Revolving Lender holds both a 2012 Revolving Commitment and a 2014 Revolving Commitment (or a Term Lender holds both 2012 Tranche A Term Loans and 2014 Tranche A Term Loans or holds both 0000 Xxxxxxx X Xxxx Xxxxx, 0000 Xxxxxxx X Term Loans and 0000 Xxxxxxx X Term Loans), such Lender shall continue be deemed, for all purposes of this Agreement (with the exception of Section 9.02), to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement)two distinct and separate Lenders, (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at that such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders Revolving Lender shall be redetermined based on deemed to be one Lender with respect to its 2012 Revolving Commitment (or 2012 Tranche A Term Loans or 2014 Tranche B Term Loans, as the Commitments set forth in case may be) and another Lender with respect to its 2014 Revolving Commitment (or 2014 Tranche A Term Loans, 0000 Xxxxxxx X Term Loans or 2017 Tranche B Term Loans, as the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18case may be).

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All “Loans” made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender “Secured Obligations” incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be reallocated governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to reflect 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) the Existing 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 “Secured Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such redetermined Commitment Ratio 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 Effective Date and (ive) the Borrower hereby agrees to compensate each JLA Issuing Bank shall have Lender for any and all losses, costs and expenses incurred by such Lender in connection with the Fronting Sublimit sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Appendix B. Section 9.182.16 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01 (unless waived in accordance with the terms and provisions of this Agreement), the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation or termination of the Secured Obligations. With effect from All “Revolving Loans” made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender “Secured Obligations” incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be reallocated governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness 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) the Existing 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 “Secured Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall administer such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflect such redetermined Commitment Ratio Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Effective Date and (ive) the Borrower hereby agrees to compensate each JLA Issuing Bank shall have Lender for any and all losses, costs and expenses incurred by such Lender in connection with the Fronting Sublimit sale and assignment of any Eurodollar Loans (including the “Eurodollar Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Appendix B. Section 9.182.16 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including On the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under this Agreement shall amend and restate the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with in its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided thatentirety but, for the avoidance of doubt, such lender under shall not constitute a novation of the parties’ rights and obligations thereunder, (b) the respective “Commitments” thereunder (and as defined therein) shall automatically continue as “Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall continue to be entitled to evidenced by this Agreement and the benefits other Loan Documents, (d) the “Revolving Loans” and “Term Loans” under (and as defined in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Revolving Loans and Term Loans hereunder, as applicable (and, in the case of Section 9.03 Eurocurrency Loans or Australian Dollar Loans, if applicable, with the same Interest Periods or the remaining portions of such Interest Periods, as applicable, established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement, and (iie) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, (x) all accrued such Loans and unpaid all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the effectiveness of this Agreement, to the extent necessary to ensure the Lenders hold such Loans and participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.01, (y) each applicable Lender to whom Loans are so reallocated shall make full cash settlement on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and (z) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurodollar Loans on the Effective Date. All interest and fees and other amounts expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio calculated as of the Effective Date (pro-rated in the case of any fractional periods), and (iv) each JLA Issuing Bank shall have be paid on the Fronting Sublimit set forth in Appendix B. Section 9.18Effective Date.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Restatement Effective Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth herein. With effect from and including shall not constitute a novation, payment and reborrowing or termination of the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Obligations under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder the other Credit Documents as in effect prior to the Restatement Effective Date. All Loans made and (b) any lender Obligations incurred under the Existing Credit Agreement that is not listed which are outstanding on Appendix A the Restatement Effective Date shall cease to be a Lender hereunder continue as Loans and its commitment thereunder Obligations under (and shall be terminated; provided thatgoverned by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, for on the avoidance of doubt, such lender under Restatement Effective Date: (a) all references in the Existing “Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of Documents” (as defined in the Existing Credit Agreement)) to the “Administrative Agent”, the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Credit Documents, (iib) all accrued Existing Letters of Credit which remain outstanding on the Restatement Effective Date shall continue as Letters of Credit under (and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid be governed by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit terms of) this Agreement, (iiic) the Commitment Ratio all obligations constituting “Obligations” with any Lender or any Affiliate of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans Lender which are outstanding on the Restatement Effective Date shall be reallocated to reflect such redetermined Commitment Ratio continue as Obligations under this Agreement and the other Credit Documents and (ivd) each JLA Issuing Bank shall have the Fronting Sublimit set forth liens and security interests in Appendix B. Section 9.18favor of the Administrative Agent for the benefit of the Holders of Secured Obligations securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Closing Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety and shall not constitute a novation, payment and reborrowing or termination of the “Obligations” under (and as set forth herein. With effect from and including the Effective Date, (idefined in) the Commitments of each Lender party hereto Existing Credit Agreement and the other Credit Documents as in effect prior to the Closing Date. All “Loans” made and “Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations, respectively, under (and shall be as set forth on Appendix A (governed by the terms of) this Agreement and the other Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the extent that “Agent”, the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to the Agent, this Agreement and the Credit Documents, (b) all obligations constituting “Obligations” (under and as defined in the Existing Credit Agreement) with any Bank or any Affiliate of any Bank which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Credit Documents, (c) the Company hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Lender constitutes a lender Bank in connection with the sale and assignment of any Eurodollar Rate Loans (including the “Eurodollar Rate Loans” under the Existing Credit Agreement) and such reallocation described below and in Section 2.1, in each case on the terms and in the manner set forth in Section 4.4 hereof, (d) the “Loans” (as defined in the Existing Credit Agreement) shall be reallocated as Loans owing to the Banks under this Agreement on the Closing Date in accordance with each Bank’s Pro Rata Share and, in connection therewith, the Agent shall, and is hereby authorized to, make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s Loans under the Existing Credit Agreement (a “Consenting Lender”), as are necessary in order that each such Consenting LenderBank’s commitment thereunder shall be terminated and replaced with its respective outstanding Loans hereunder reflect such Bank’s Pro Rata Share of the Aggregate Commitment hereunder on the Closing Date and (be) any lender by their execution of this Agreement, each of the Banks under the Existing Credit Agreement that is not listed irrevocably authorize the Agent to enter into such releases and other documents necessary to evidence the release any Liens granted to or held by the Agent by the Company on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of “Collateral” (as defined in the Existing Credit Agreement), . The Company hereby (iii) all accrued agrees that this Agreement and unpaid interest the transactions contemplated hereby and fees and other amounts owing thereby shall not limit or diminish its obligations arising under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, Documents to which it is a party,(ii) reaffirms all of its obligations under the Credit Documents to which it is a party and (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth acknowledges and agrees that each Credit Document executed by it remains in the Appendix A full force and the participations of the Consenting Lenders ineffect and is hereby reaffirmed, ratified and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on the Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.189.23

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All Loans made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations under (a “Consenting Lender”), such Consenting Lender’s commitment thereunder and shall be terminated governed by the terms of) this Agreement and replaced with its respective Commitment hereunder the other Loan Documents. Without limiting the foregoing, upon the effectiveness 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) the Existing Letters of Credit which remain outstanding on the Closing 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 Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that is not listed each such Lender’s Committed Exhibit 4.1 Loans and risk participations and funded participations in L/C Obligations and Swing Line Loans hereunder reflect such Lender’s Applicable Percentage of such Outstanding Amounts on Appendix A shall cease the Closing Date and (e) the Borrowers hereby agree to be a compensate each Lender hereunder for any and its commitment thereunder shall be terminated; provided thatall losses, for costs and expenses incurred by such Lender in connection with the avoidance sale and assignment of doubt, such lender under any Offshore Rate Loans (including the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower “Offshore Rate Loans” under the Existing Credit Agreement) and such reallocation described above, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based in each case on the Commitments terms and in the manner set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.183.05 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Effective Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in its entirety the “Loan Documents” (as set forth herein. With 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 Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect from with respect to all Secured Obligations, (e) the Administrative Agent shall, in consultation with the Borrower, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and including loan exposure under the Existing Credit Agreement as are necessary in the judgment of the Administrative Agent in order that each such Lender’s outstanding Revolving Loans hereunder reflect such Lender’s ratable share of the outstanding Revolving Loans on the Effective Date, (if) the Commitments of each Lender party hereto Departing Lender’s “Commitment” under the Existing Credit Agreement shall be as set forth on Appendix A (terminated and (a) the Departing Lender shall not be a Lender hereunder and shall not have any obligation to the extent that such Lender constitutes a lender make Loans or extend credit under this Agreement or to participate in Letters of Credit issued or Swingline Loans made under the Existing Credit Agreement (a “Consenting Lender”)with all existing participations of the Departing Lender in Letters of Credit deemed terminated) or to reimburse any party for LC Disbursements in respect thereof (provided, such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under however, that the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Departing Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03); (g) the Loan Parties hereby agree to compensate each Lender (and the Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Term Benchmark Loans (and any “Eurodollar Loans” under and as defined in the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 9.03 2.16 of the Existing Credit Agreement), and (iih) all accrued each of the Loan Parties reaffirms the terms and unpaid interest conditions of the “Loan Documents” (as referred to and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under defined in the Existing Credit Agreement) executed by it, whether or not such interestas modified and/or restated by the Loan Documents, fees or other amounts would otherwise be due and payable at such time pursuant acknowledges and agrees that each “Loan Document” (as referred to and defined in the Existing Credit Agreement) executed by it, (iii) as modified and/or restated by the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth Loan Documents, remains in the Appendix A full force and the participations of the Consenting Lenders ineffect and is hereby ratified, reaffirmed and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01 (unless waived in accordance with the terms and provisions of this Agreement), the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation or termination of the Secured Obligations. With effect from All “Revolving Loans” made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender “Secured Obligations” incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be reallocated governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness 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) the Existing 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 “Secured Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall administer such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflect such redetermined Commitment Ratio Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Effective Date, (e) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans (ivincluding the “Eurodollar Loans” under the Existing Credit Agreement) and such reallocation described above, in each JLA Issuing Bank shall have case on the Fronting Sublimit terms and in the manner set forth in Appendix B. Section 9.182.16 hereof and (f) the fee letter, dated October 27, 2015, between JPMorgan Chase Bank,

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read and shall not constitute a novation. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the 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, upon the effectiveness hereof: (a) all references in its entirety the “Credit Documents” (as set forth herein. With effect from defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and including the “Credit Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Existing 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” and/or “Credit Party Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations or Swap Obligations, as applicable, under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Term Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures and Term Loans on the Effective Date, (ie) the Commitments as contemplated by Section 2.23 of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement Agreement, the Existing Loans (a as defined in Section 2.01) of each “Consenting Replaced Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and ” (b) any lender under as defined in the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder Agreement) shall be terminated; provided thatrepaid in full (accompanied by any accrued and unpaid interest and fees thereon), for the avoidance of doubt, such lender each Replaced Lender’s “Commitment” under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement)terminated and each Replaced Lender shall not be a Lender hereunder, (iif) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower hereby agrees to compensate each Lender (including each Replaced Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any LIBOR Loans (including the “LIBOR Rate Loans” under the Existing Credit Agreement) and such reallocation described above, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based in each case on the Commitments terms and in the manner set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio Section 2.16 hereof and (ivg) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Existing Administrative Agent agrees to execute and deliver all agreements, instruments and documents required to facilitate and implement the transactions contemplated by this Section.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Effective Date, (a) the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement, and (b) each Departing Lender shall cease to read be a party to the Existing Credit Agreement and is executing and delivering a 24 Departing Lender Signature Page to evidence its cessation as a party and for no other purpose. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the “Obligations” under (and as defined in) the Existing Credit Agreement and the other Loan Documents as in its entirety effect prior to the Effective Date. Any “Loans” made and “Obligations” incurred under (and as set forth herein. With effect from and including defined in) the Existing Credit Agreement which are outstanding on the Effective Date, except for the Repaid Existing Loans and Repaid Existing Obligations (i) the Commitments of each Lender party hereto as defined below), shall continue as Loans and Obligations, respectively, under (and shall be as set forth on Appendix A (governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the extent that “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” (under and as defined in the Existing Credit Agreement) with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date, except for the Repaid Existing Obligations, shall continue as Obligations under this Agreement and the other Loan Documents, (c) ODEC hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender constitutes a lender in connection with the sale and assignment of any LIBOR Rate Loans and such reallocation described below and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.14 hereof, (d) any “Loans” (as defined in the Existing Credit Agreement) outstanding on the Effective Date, except for the Repaid Existing Loans, shall be reallocated as Loans owing to the Lenders under this Agreement on the Effective Date in accordance with each Lender’s Applicable Percentage and, in connection therewith, Administrative Agent shall, and is hereby authorized to, make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Loans under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Loans hereunder reflect such Lender’s Applicable Percentage of the aggregate Commitments on the Effective Date and (a e) any Existing Loans (as defined in Section 2.01) of each Departing Lender (the “Consenting LenderRepaid Existing Loans”) shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon) (the obligation to pay any such amounts collectively with the Repaid Existing Loans, the “Repaid Existing Obligations”), such Consenting each Departing Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender “Commitment” under the Existing Credit Agreement shall continue to be entitled to terminated and each Departing Lender shall not be a Lender hereunder. ODEC hereby (a) agrees that this Agreement and the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing transactions contemplated hereby shall not limit or diminish its obligations arising under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreementother Loan Documents to which it is a party, (iiib) reaffirms all of its obligations under the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated Loan Documents to reflect such redetermined Commitment Ratio which it is a party and (ivc) acknowledges and agrees that each JLA Issuing Bank shall have the Fronting Sublimit set forth Loan Document executed by it remains in Appendix B. Section 9.18full force and effect and is hereby reaffirmed, ratified and confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01 hereof (or waiver in accordance with Section 9.02), the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated to read in its their entirety as set forth hereinby the terms and provisions of this Agreement. With effect from It is the express intent of the parties hereto that this Agreement is entered into in substitution for, and including not in payment of, the Effective Date, (i) obligations of the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Borrower under the Existing Credit Agreement and is in no way intended to constitute a novation of any of the Borrower’s indebtedness which was evidenced by the Existing Credit Agreement or any of the other Loan Documents. Upon the effectiveness hereof (a I) all “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and Revolving Loans” (bas defined in the Existing Credit Agreement) any lender made under the Existing Credit Agreement that is which are outstanding on the Restatement Effective Date shall continue as Revolving Loans under (and shall be governed by the terms of) this Agreement and shall either have the same Interest Periods as in effect under the Existing Credit Agreement or an Interest Period of one Month as determined by the Administrative Agent in consultation with the Borrower, (II) all “Letters of Credit” issued (or deemed issued) under the Existing Credit Agreement 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, (III) each Departing Lender’s outstanding “Loans” under (and as defined in) the Existing Credit Agreement as of the Restatement Effective Date shall be repaid in full in cash in immediately available funds (accompanied by any accrued and unpaid interest and fees thereon and any other amounts or liabilities owing to each Departing Lender under the Existing Credit Agreement), each Departing Lender’s “Commitment” under and as defined in the Existing Credit Agreement shall be terminated and be of no further force and effect, each Departing Lender shall not listed on Appendix A shall cease to be a Lender for any purpose hereunder (provided that each Departing Lender shall retain its respective rights as a “Lender” under the Existing Credit Agreement to expense reimbursement and its commitment thereunder indemnification pursuant to, and in accordance with, the terms of the Existing Credit Agreement), and such Departing Lender shall be terminated; provided released from any obligation or liability under the Existing Credit Agreement, (IV) all “Term Loans” (as defined in the Existing Credit Agreement) shall be paid in full including all accrued interest thereon, (V) all obligations constituting “Obligations” or “Secured Obligations” under and as defined in the Existing Credit Agreement or any Loan Document with any Lender (but not any Departing Lender or Affiliate of a Departing Lender) which are outstanding on the Restatement Effective Date and are not being paid on such date shall continue as Obligations or Secured Obligations, as applicable, under this Agreement and the other Loan Documents, (VI) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent,” the “Credit 44 ​ ​ Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents (in each case as defined herein), (VII) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that such Lender’s pro rata share of the outstanding Loans hereunder reflect such Lender’s pro rata share of the outstanding aggregate Loans on the Restatement Effective Date based on its Applicable Percentage, and (VIII) the Borrower shall compensate each Departing Lender for any and all losses, costs and expenses incurred by such Departing Lender in connection with the repayment of any “Eurocurrency Loans” (as defined in the Existing Credit Agreement), in each case on the terms and in the manner set forth in 2.16 of the Existing Credit Agreement, provided, however, that, for the avoidance of doubt, such lender each Lender under this Agreement agrees to waive any right to compensation under Section 2.16 in connection with the reallocation and transactions described above. Without limiting the foregoing, the parties hereto (including, without limitation, each Departing Lender) hereby agree that the consent of any Departing Lender shall be limited to the acknowledgments and agreements set forth in this Section 1.06, and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement shall continue to be entitled to or the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Loan Documents.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All “Loans” made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender “Secured Obligations” incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be reallocated governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to reflect 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 “Secured Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such redetermined Commitment Ratio 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 Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Effective Date and (ivd) the Borrower hereby agrees to compensate each JLA Issuing Bank shall have Lender for any and all losses, costs and expenses incurred by such Lender in connection with the Fronting Sublimit sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Appendix B. Section 9.182.16 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.1, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety and shall not constitute a novation. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as set forth herein. With effect from Loans and including the Effective Date, Obligations under (i) the Commitments of each Lender party hereto and shall be as set forth on Appendix A (governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the extent “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) the Existing Facility LCs which remain outstanding on the Closing Date shall continue as Facility LCs 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 Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Outstanding Credit Exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Outstanding Credit Exposure hereunder reflects such Lender’s Pro Rata Share of the Aggregate Outstanding Credit Exposure on the Closing Date and (e) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender constitutes a lender in connection with the sale and assignment of any Eurodollar Advances (including the “Eurodollar Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 3.4 hereof. Upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Financial Contract Obligations”, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement) and each Departing Lender shall not be a Lender hereunder. All Lenders agree and acknowledge that only Departing Lenders shall receive full repayment of their “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender Obligations” under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided thatthe Closing Date, for the avoidance of doubt, as such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Departing Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting not constitute Lenders inhereunder, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated consent to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18full repayment as described above.

Amendment and Restatement of Existing Credit Agreement. Upon On the execution Closing Date, this Agreement shall amend, restate and delivery supersede the Existing Credit Agreement in its entirety, except as provided in this SECTION 14.27. On the Closing Date, the rights and obligations of this Agreement, the parties evidenced by the Existing Credit Agreement shall be amended evidenced by this Agreement and restated to read the other Loan Documents and the grant of security interest in its entirety as set forth herein. With effect from and including the Effective Date, (i) Collateral by the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender relevant Credit Parties under the Existing Credit Agreement and the other “Loan Documents” (a “Consenting Lender”)as defined in the Existing Credit Agreement) shall continue under but as amended by this Agreement and the other Loan Documents, such Consenting Lender’s commitment thereunder and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loan Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be terminated deemed to refer to this Agreement and replaced with its respective Commitment hereunder the provisions hereof. All Existing Letters of Credit and (b) any lender the IRP-Travelers Letters of Credit shall be deemed to have been issued pursuant hereto. Without limiting the generality of the foregoing and to the extent necessary, the existing lenders, the Lenders and the Agents reserve all of their rights under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance other “Loan Documents” (as defined in the Existing Credit Agreement) which by their express terms survive the termination of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to and each of the benefits Guarantors hereby obligates itself again in respect of Section 9.03 of all such present and future “Guaranteed Obligations” (as defined in the Existing Credit Agreement), (ii) all accrued . Nothing contained herein shall be construed as a novation of the “Obligations” outstanding under and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under as defined in the Existing Credit Agreement, whether or not such interestwhich shall remain in full force and effect, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18except as modified hereby. [Signature Page Follows]

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All “Loans” made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender “Secured Obligations” incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be reallocated governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to reflect 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) the Existing 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 “Secured Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such redetermined Commitment Ratio 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 Effective Date and (ive) the Borrowers hereby agree to compensate each JLA Issuing Bank shall have Lender for any and all losses, costs and expenses incurred by such Lender in connection with the Fronting Sublimit sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Appendix B. Section 9.182.16 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon the execution This Agreement amends and delivery of this Agreementrestates, but does not extinguish and is not a novation or an accord and satisfaction of, the Existing Credit Agreement, and any indebtedness outstanding thereunder shall be deemed to be outstanding under this Agreement. Nothing in this Agreement shall be amended and restated deemed to read in its entirety as set forth herein. With effect from and including the Effective Daterelease or otherwise adversely affect any Lien, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender mortgage or security interest securing any indebtedness outstanding under the Existing Credit Agreement (or any rights of Bank of America, whether in its capacity as the “Administrative Agent” or in its capacity as a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower ” under the Existing Credit Agreement, whether or not such interestagainst any guarantor, fees surety or other amounts would otherwise be due party primarily or secondarily liable for such indebtedness. Borrower and payable at such time pursuant to each Guarantor hereby acknowledges and agrees that all Liens securing the “Obligations” under, and as defined in, the Existing Credit Agreement are hereby ratified, renewed, and extended to secure the Secured Obligations (as defined in this Agreement). Judgment Currency . If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (iiithe “Judgment Currency”) other than that in which such sum is denominated in accordance with the Commitment Ratio applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Consenting Lenders shall be redetermined based on Agreement Currency so purchased is less than the Commitments set forth sum originally due to the Administrative Agent or any Lender from any Loan Party in the Appendix A Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the participations Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Consenting Lenders inAgreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, and the obligations Administrative Agent or such Lender, as the case may be, agrees to return the amount of the Consenting Lenders in respect of, any Letters of Credit excess to such Loan Party (or Swingline Loans outstanding on the Effective Date shall to any other Person who may be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18entitled thereto under applicable law). 134 4824-8983-8000 v.10

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All “Loans” made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender “Secured Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall, to the extent not repaid with the proceeds of the Revolving Loans made to the Borrower on the Effective Date, continue as Loans and Secured Obligations under (a “Consenting Lender”), such Consenting Lender’s commitment thereunder and shall be terminated governed by the terms of) this Agreement and replaced with its respective Commitment hereunder and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (ba) any lender under all references in the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of “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, (iib) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be reallocated governed by the terms of) this Agreement, (c) all obligations constituting “Secured Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the Total Revolving Credit Exposures on the Effective Date, (e) the Borrower hereby agrees to reflect compensate each Lender for any and all losses, costs and expenses incurred by such redetermined Commitment Ratio Lender in connection with the sale and assignment of any Eurocurrency Loans (ivincluding the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each JLA Issuing Bank shall have case on the Fronting Sublimit terms and in the manner set forth in Appendix B. Section 9.182.16 hereof and (f) each of the Loan Parties reaffirms the terms and conditions of the “Loan Documents” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the Loan Documents, and acknowledges and agrees that each “Loan Document” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the Loan Documents, remains in full force and effect and is hereby ratified, reaffirmed and confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon The Borrowers, the Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation of the Existing Credit Agreement or the Indebtedness created thereunder. With effect from and including The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, (i) automatically be deemed amended and the Commitments of each Lender party hereto only commitments to extend credit shall be as set forth on Appendix A (and those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) to the extent that such Lender constitutes a lender all loans and letters of credit incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Loans and Letters of Credit under (and shall be reallocated governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to reflect 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, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such redetermined reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Xxxxxx’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s Applicable Percentage of the Aggregate Commitment Ratio on the Effective Date and the Company hereby agrees to compensate each Lender (ivincluding each Departing Lender) each JLA Issuing Bank shall have for any and all losses, costs and expenses incurred by such Lender in connection with the Fronting Sublimit sale and assignment of any Eurocurrency Loans on the terms and in the manner set forth in Appendix B. Section 9.182.16 hereof and (e) upon the effectiveness hereof, each Departing Lender’s 111

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read and shall not constitute a novation. All “Loans” made and “Secured Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in its entirety the “Loan Documents” (as set forth herein. With effect from defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and including the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing 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 “Secured Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Effective Date, (ie) the Commitments Existing Loans (as defined in Section 2.01 below) of each Departing Lender party hereto shall be as set forth on Appendix A repaid in full (accompanied by any accrued and (a) to the extent that such Lender constitutes a lender unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A no Departing Lender shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that(provided, for the avoidance of doubthowever, such lender under the Existing Credit Agreement that each Departing Lender shall continue to be entitled to the benefits of Section 9.03 Sections 2.15, 2.16, 2.17 and 9.03) and (f) the Borrowers hereby agree to compensate each Lender (and each Departing Lender) for any and all losses, costs and expenses incurred by such Lender (and such Departing Lender) in connection with the sale and assignment of any Eurocurrency Loans (including the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation (and any repayment or prepayment of any Departing Lender’s Loan) described above, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based in each case on the Commitments terms and in the manner set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.182.16 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon On the execution and delivery of this AgreementEffective Date, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from This Agreement and including any Notes issued hereunder have been given in renewal, extension, rearrangement and increase, and not in extinguishment of the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender obligations under the Existing Credit Agreement (and the notes and other documents related thereto. This Agreement does not constitute a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated novation of the obligations and replaced with its respective Commitment hereunder and (b) any lender liabilities under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder or evidence repayment of any such obligations and its commitment thereunder shall be terminated; provided thatliabilities. All Liens, for the avoidance deeds of doubttrust, such lender under mortgages, assignments and security interests securing the Existing Credit Agreement shall continue to be entitled and the obligations relating thereto are hereby ratified, confirmed, renewed, extended, brought forward and rearranged as security for the Secured Obligations. None of the Liens and security interests created pursuant to the benefits “Security Instruments” as defined in the Existing Credit Agreement are released. The substantive rights and obligations of Section 9.03 of the parties hereto shall be governed by this Agreement, rather than the Existing Credit Agreement). Without limitation of any of the foregoing, (iia) all accrued and unpaid interest and fees and other amounts owing under this Agreement shall not in any way release or impair the rights, duties, Secured Obligations (as defined in the Existing Credit Agreement) or Liens (as defined in the Existing Credit Agreement) created pursuant to the Existing Credit Agreement shall have been paid or any other Loan Document (as defined in the Existing Credit Agreement) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Secured Obligations and Liens are assumed, ratified and affirmed by the Borrower and each of the Guarantors; (b) any and all references to the Existing Credit Agreement in any Security Instrument or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Security Instruments or Loan Documents in any such Security Instruments or any other Loan Documents shall be deemed a reference to the Security Instruments or Loan Documents under the Existing Credit Agreement, whether as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or not such interest, fees or other amounts would otherwise be due modified from time to time; and payable at such time (c) the Liens granted pursuant to the Existing Security Instruments to which any Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders Party is a party shall be redetermined based continue without any diminution thereof and shall remain in full force and effect on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on after the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and Date. BORROWER: NORTHERN OIL AND GAS, INC. By: /s/ Xxxxxxxx X’Xxxxx Name: Xxxxxxxx X’Xxxxx Title: Chief Financial Officer TO CREDIT AGREEMENT (ivNORTHERN OIL AND GAS, INC.) each JLA ADMINISTRATIVE AGENT: ROYAL BANK OF CANADA, as Administrative Agent By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Manager, Agency Services Group SIGNATURE PAGE TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) ISSUING BANK AND LENDER: ROYAL BANK OF CANADA, as Issuing Bank shall have the Fronting Sublimit set forth and a Lender By: /s/ Xxx X. XxXxxxxxxxx Name: Xxx X. XxXxxxxxxxx Title: Authorized Signatory SIGNATURE PAGE TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) LENDERS: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director SIGNATURE PAGE TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) LENDER: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director SIGNATURE PAGE TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) LENDERS: ABN AMRO CAPITAL USA LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director SIGNATURE PAGE TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) LENDERS: CITIZENS BANK, N.A. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director SIGNATURE PAGE TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) LENDERS: CADENCE BANK By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: SVP SIGNATURE PAGE TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) LENDERS: Cathay BANK By: /s/ Xxxx X Xxxxxx Name: Xxxx X Xxxxxx Title: Senior Vice President SIGNATURE PAGE TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) LENDERS: XXXXXX XXXXXXX BANK, N.A. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory SIGNATURE PAGE TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) LENDERS: MACQUARIE INVESTMENTS US INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Director By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Director SIGNATURE PAGE TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) LENDERS: XXXXXXX SACHS LENDING PARTNERS LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) LENDERS: BP ENERGY COMPANY By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Attorney in Appendix B. Section 9.18Fact SIGNATURE PAGE TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) LENDERS: XXXXXXX INCORPORATED By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signer SIGNATURE PAGE TO CREDIT AGREEMENT (NORTHERN OIL AND GAS, INC.) ANNEX I MAXIMUM CREDIT AMOUNTS Name of Lender Applicable Percentage Effective Date Commitments Maximum Credit Amount Royal Bank of Canada 17.18 % $ 73,000,000 $ 128,823,529 Xxxxx Fargo Bank, N.A. 17.18 % $ 73,000,000 $ 128,823,529 Capital One, N.A. 16.47 % $ 70,000,000 $ 123,529,412 ABN AMRO Capital USA LLC 16.47 % $ 70,000,000 $ 123,529,412 Citizens Bank, N.A. 14.12 % $ 60,000,000 $ 105,882,235 Cadence Bank, N.A. 8.24 % $ 35,000,000 $ 61,764,706 Cathay Bank 8.24 % $ 35,000,000 $ 61,764,706 Xxxxxx Xxxxxxx Bank, N.A. 1.18 % $ 5,000,000 $ 8,823,529 Macquarie Investments US Inc. 0.23 % $ 1,000,000 $ 1,764,705 Xxxxxxx Sachs Bank USA 0.23 % $ 1,000,000 $ 1,764,705 BP Energy Company 0.23 % $ 1,000,000 $ 1,764,705 Xxxxxxx Incorporated 0.23 % $ 1,000,000 $ 1,764,705 TOTAL 100.000000000 % $ 425,000,000 $ 750,000,000.00 ANNEX I

Amendment and Restatement of Existing Credit Agreement. Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including On the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under this Agreement shall amend and restate the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with in its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided thatentirety but, for the avoidance of doubt, such lender under shall not constitute a novation, discharge, rescission, extinguishment or substitution of the parties’ rights and obligations thereunder, (b) the respective “Commitments” thereunder (and as defined therein) shall automatically continue as “Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall continue to be entitled to evidenced by this Agreement and the benefits other Loan Documents, (d) the “Revolving Loans” under (and as defined in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Revolving Loans hereunder and the “Term Loans” under (and as defined in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Term Loans hereunder (and in the case of Section 9.03 Revolving Loans and/or Term Loans that are Eurodollar Loans, with the same Interest Periods or the remaining portions of such Interest Periods, as applicable, established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement, and (iie) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, (x) all accrued such Loans and unpaid all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the effectiveness of this Agreement, to the extent necessary to ensure the Lenders hold such Loans and participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.01A, (y) each applicable Lender to whom Loans are so reallocated shall make full cash settlement on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and (z) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurodollar Loans on the Effective Date. All interest and fees and other amounts expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio calculated as of the Effective Date (pro-rated in the case of any fractional periods), and (iv) each JLA Issuing Bank shall have be paid on the Fronting Sublimit set forth in Appendix B. Section 9.18Effective Date.

Amendment and Restatement of Existing Credit Agreement. Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including On the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under this Agreement shall amend and restate the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with in its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided thatentirety but, for the avoidance of doubt, such lender under shall not constitute a novation of the parties’ rights and obligations thereunder, (b) the respective “Commitments” thereunder (and as defined therein) shall automatically continue as “Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall continue to be entitled to evidenced by this Agreement and the benefits other Loan Documents, (d) the “Revolving Loans” and “Term Loans” under (and as defined in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Revolving Loans hereunder (and, in the case of Section 9.03 Eurocurrency Loans or Australian Dollar Loans, if applicable, with the same Interest Periods or the remaining portions of such Interest Periods, as applicable, established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement, and (iie) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, (x) all accrued such Loans and unpaid all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the effectiveness of this Agreement, to the extent necessary to ensure the Lenders hold such Loans and participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.01, (y) each applicable Lender to whom Loans are so reallocated shall make full cash settlement on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and (z) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurodollar Loans on the Effective Date. All interest and fees and other amounts expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio calculated as of the Effective Date (pro-rated in the case of any fractional periods), and (iv) each JLA Issuing Bank shall have be paid on the Fronting Sublimit set forth in Appendix B. Section 9.18Effective Date. 4849-4470-4337.7

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution Closing Date, the terms and delivery provisions of this Agreement, the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety and shall not constitute a novation, payment and reborrowing or termination of the “Obligations” under (and as set forth herein. With effect from and including the Effective Date, (idefined in) the Commitments of each Lender party hereto Existing Credit Agreement and the other Credit Documents as in effect prior to the Closing Date. All “Loans” made and “Obligations” incurred under (and as defined in) the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations, respectively, under (and shall be as set forth on Appendix A (governed by the terms of) this Agreement and the other Credit Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the extent that “Agent”, the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to the Agent, this Agreement and the Credit Documents, (b) all obligations constituting “Obligations” (under and as defined in the Existing Credit Agreement) with any Bank or any Affiliate of any Bank which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Credit Documents, (c) the Company hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Lender constitutes a lender Bank in connection with the sale and assignment of any Eurodollar Rate Loans (including the “Eurodollar Rate Loans” under the Existing Credit Agreement) and such reallocation described below and in Section 2.1, in each case on the terms and in the manner set forth in Section 4.4 hereof and (d) the “Loans” (as defined in the Existing Credit Agreement) shall be reallocated as Loans owing to the Banks under this Agreement on the Closing Date in accordance with each Bank’s Pro Rata Share and, in connection therewith, the Agent shall, and is hereby authorized to, make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s Loans under the Existing Credit Agreement as are necessary in order that each such Bank’s outstanding Loans hereunder reflect such Bank’s Pro Rata Share of the Aggregate Commitment on the Closing Date. The Company hereby (a “Consenting Lender”), such Consenting Lender’s commitment thereunder i) agrees that this Agreement and the transactions contemplated hereby and thereby shall be terminated and replaced with not limit or diminish its respective Commitment hereunder and (b) any lender obligations arising under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled or pursuant to the benefits of Section 9.03 of the Existing Credit Agreement)Documents to which it is a party, (ii) reaffirms all accrued and unpaid interest and fees and other amounts owing of its obligations under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due Documents to which it is a party and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth acknowledges and agrees that each Credit Document executed by it remains in the Appendix A full force and the participations of the Consenting Lenders ineffect and is hereby reaffirmed, ratified and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18confirmed.

Amendment and Restatement of Existing Credit Agreement. Upon The Borrowers, the Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of 106 the conditions precedent set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation of the Existing Credit Agreement or the Indebtedness created thereunder. With effect from and including The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, (i) automatically be deemed amended and the Commitments of each Lender party hereto only commitments to extend credit shall be as set forth on Appendix A (and those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the extent “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such Lender’s Applicable Percentage of the Aggregate Commitment on the Effective Date and the Company hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender constitutes a lender in connection with the sale and assignment of any Eurocurrency Loans on the terms and in the manner set forth in Section 2.16 hereof and (e) upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the outstanding “Obligations” owing to it under the Existing Credit Agreement (a other than obligations to pay fees and expenses with respect to which the Company has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under Loan Documents” as defined in the Existing Credit Agreement that is which shall survive in respect of such Departing Lender to the same extent such obligations would survive termination of the Existing Credit Agreement) and each Departing Lender shall not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement (but shall continue to be entitled to the benefits of Section 9.03 Sections 2.15, 2.16, 2.17 and 9.03, in each case, of the Existing Credit Agreement), (ii) all accrued Agreement with respect to facts and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant circumstances occurring prior to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Date).

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth hereinand shall not constitute a novation. With effect from All Loans made and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Obligations incurred under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be reallocated governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to reflect 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) the Existing 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 Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such redetermined Commitment Ratio 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 Exposures and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Effective Date and (ive) the Borrower hereby agrees to compensate each JLA Issuing Bank shall have Lender for any and all losses, costs and expenses incurred by such Lender in connection with the Fronting Sublimit sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Appendix B. Section 9.182.16 hereof.

Amendment and Restatement of Existing Credit Agreement. Upon The parties to this Agreement agree that, on the execution and delivery of this AgreementClosing Date, the terms and provisions of the Existing 66 ​ WBD (US) 42673629v7​ 740444017 21672061 ​ Credit Agreement shall be amended and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to read in its entirety as set forth herein. With effect from and including shall not constitute a novation, payment and reborrowing or termination of the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender Obligations under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder the other Existing Loan Documents as in effect prior to the Closing Date. All Advances made and (b) any lender Obligations incurred under the Existing Credit Agreement that is not listed are outstanding on Appendix A the Closing Date shall cease to be a Lender hereunder continue as Advances and its commitment thereunder Obligations under (and shall be terminated; provided thatgoverned by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Closing Date: (a) all references in the Existing Loan Documents to the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender that are outstanding on the 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 avoidance benefit of doubtthe Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations, and (d) the Administrative Agent shall make such lender reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 as are necessary in order that each such Lender’s Credit Exposurecredit exposure and outstanding Advances hereunder reflects such Lender’s Applicable Percentage of the Existing outstanding aggregate Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based Exposurescredit exposures on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18Closing Date.