Common use of Transitional Arrangements Clause in Contracts

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced by this Agreement, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

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

Transitional Arrangements. This Upon the effectiveness of this Agreement, this Agreement shall, on the Closing Date, shall supersede the Prior Existing Credit Agreement in its entirety, except as expressly otherwise provided in this Section 10.2114.21. The parties hereto agree that this This Agreement is not intended by constitutes an amendment and restatement of the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Existing Credit Agreement) continue in full force and effect, including Agreement effective from and after the Closing Date. On The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Date, the rights and obligations of the parties evidenced by under the Prior Existing Credit Agreement shall be evidenced by this Agreement, and the “WC LoansNotes” (as defined in the Prior Existing Credit Agreement Agreement) shall be considered WC Loans as defined herein, subsumed within and be governed by this Agreement and the Notes. Each of the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under in the Prior Existing Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans advanced by the Existing Lenders and Revolver Loans, as applicable, hereunder bearing interest by reference outstanding under the Existing Credit Agreement immediately prior to the applicable rate having an Interest Period effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that is all interest, fees and expenses owing or accruing under or in respect of the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether Existing Credit Agreement through the Closing Date is the last day shall be calculated as of the Interest Period relating to such Converted LoansClosing Date (pro rated in the case of any fractional periods), and shall be paid at the times set forth herein. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the extent such Lender was a party conditions of Section 2.3, Section 3.2.2, and each other provision relating to the Prior Letters of Credit Agreement hereunder, and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreementhereby affirm their respective obligations thereunder.

Transitional Arrangements. This Agreement shall, (a) Effective on the Closing Date, supersede without the Prior necessity of further action by any party: (i) the outstanding principal amount of the “Loans” (as defined in the Original Credit Agreement) owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Lenders pursuant to this Agreement; and (ii) each outstanding “Letter of Credit” (as defined in the Original Credit Agreement) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall be entitled to the security and subject to the provisions set forth in this Agreement. Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, each Lender whose Pro Rata Share of the combined Commitments of all of the Lenders has increased (as evidenced by the difference for such Lender between its entiretyPro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, except for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such ▇▇▇▇▇▇’s Pro Rata Share (expressed as expressly a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination. (b) Except as otherwise provided in this Section 10.21. The parties hereto agree that Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be superseded by this Agreement, the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Original Credit Agreement is not intended shall be surrendered by the parties to be a novation and the security interests and Liens granted by Lenders under the “Security Documents” Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of the Closing Date, (i) Guarantor shall execute and deliver a replacement Guaranty for the original Guaranty signed by Guarantor in connection with the Original Credit Agreement (in substantially the same form as such term is defined original Guaranty) and (ii) upon Administrative Agent’s receipt of such executed original Guaranty on the Closing Date, the original Guaranty shall terminate and be of no further force and effect. (c) All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Original Credit Agreement shall be calculated as of the Closing Date (prorated in the Prior case of any fractional periods), and shall be paid on such date in accordance with the method specified in the Original Credit Agreement, as if it were still in effect. (d) continue All of the terms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced except as modified by this Agreement, and are hereby ratified and confirmed. To the “WC Loans” as defined extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in the Prior Credit Agreement shall be considered WC Loans as defined hereinany other Loan Document, the “Revolver Loans” as defined in the Prior Credit Agreement terms and provisions hereof shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreementcontrol.

Transitional Arrangements. This Agreement shall, on On the Closing Restatement Effective Date, this Agreement shall amend and restate and supersede the Prior Existing Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Restatement Effective Date, the rights and obligations of the parties evidenced by the Prior Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, the Existing Revolving Credit Loans shall continue as Revolving Credit Loans under this Agreement, the Existing Term Loans shall continue as Term Loans under this Agreement and the Existing Letters of Credit issued by the L/C Issuer for the account of the Borrower or any Guarantor prior to the Restatement Effective Date shall continue as Letters of Credit under this Agreement, and the grant of security interests and Liens in the Collateral by the Borrower and the Guarantors under the Existing Credit Agreement and the other “WC LoansLoan Documents” (as defined in the Prior Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be governed by this Agreement and the other Loan Documents. All Obligations under the Existing Credit Agreement shall be considered WC Loans as defined herein, and the other “Revolver LoansLoan Documents” (as defined in the Prior Existing Credit Agreement) shall continue to be outstanding except as expressly modified by this Agreement and shall be governed in all respects by this Agreement and the other Loan Documents, it being agreed and understood that this Agreement represents a modification of, and does not constitute a novation, satisfaction, payment or reborrowing of any Obligation under, the Existing Credit Agreement shall be considered Revolver Loans or any other “Loan Documents” (as defined herein and in the Lenders party hereto shallExisting Credit Agreement), on the Closing Datenor does it operate as a waiver of any right, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with power or remedy of the Administrative Agent, shall elect, on the L/C Issuer or prior to the Closing Date, that any Lender under any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate LoansLoan Documents” (as defined in the Existing Credit Agreement). In the event that any payment made by any Loan Party under the Prior Existing Credit Agreement must be disgorged or otherwise returned by any Lender thereunder, such Lender shall be entitled to the benefits of the Existing Credit Agreement and the Loan Parties shall unconditionally be obligated to repay the same along with any applicable interest and fees. All interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Restatement Effective Date shall be calculated as of the Restatement Effective Date (pro rated in the case of any fractional periods), and shall be paid on the Restatement Effective Date. The Loan Parties acknowledge, represent and warrant that, as of the Restatement Effective Date, they have no claims, defenses or offsets with respect to the Existing Credit Agreement or any of the “Loan Documents” (as defined in the Existing Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference that immediately prior to the applicable rate having an Interest Period that is effectiveness of this Agreement, the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Existing Credit Agreement and had a promissory note issued to such Lender under other Loan Documents are valid, binding and enforceable in accordance with the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreementthereof.

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced by this Agreement, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. This Agreement shall, on (a) On the Closing First Amendment Effective Date, supersede (i) the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined credit facilities described in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Existing Credit Agreement shall be evidenced amended, supplemented and modified in their entirety by this the facilities described in the Amended Credit Agreement, and all loans and other obligations of the “WC Loans” Borrowers outstanding as of the First Amendment Effective Date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described in the Amended Credit Agreement, without any further action by any Person; provided, however, that any Loans bearing interest under the LIBOR Rate Option (as defined in the Prior Existing Credit Agreement Agreement) outstanding immediately before giving effect to this Amendment shall be considered WC Loans as defined herein, continue to bear interest after the “Revolver Loans” First Amendment Effective Date at the applicable rate under the LIBOR Rate Option for the Interest Period (as defined in the Prior Existing Credit Agreement Agreement) in effect for such outstanding Loan immediately before giving effect to this Amendment (and at the end of the applicable Interest Period for any such outstanding Loan, the Borrowers shall be considered Revolver Loans as defined herein and either (x) convert such Loan to bear interest under the Lenders party hereto shall, on Base Rate Option or the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders Term SOFR Rate Option in accordance with the terms of the Amended Credit Agreement or (y) repay such Loan in full in accordance with the terms of the Amended Credit Agreement), (ii) all “Letters of Credit” issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the First Amendment Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) the Amended Credit Agreement and (iii) all obligations constituting “Obligations” under and as defined in the Existing Credit Agreement or any other Loan Document owing to any Lender which are outstanding on the First Amendment Effective Date and are not being paid on such date shall continue as Obligations under the Amended Credit Agreement and the other Loan Documents. For the avoidance of doubt, any Loans first borrowed on the First Amendment Effective Date shall bear interest under the Base Rate Option or the Term SOFR Rate Option (each as defined in the Amended Credit Agreement) in accordance with the Amended Credit Agreement. (b) On the First Amendment Effective Date, the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Applicable Percentagecredit and loan exposure under the Existing Credit Agreement as are necessary in order that such ▇▇▇▇▇▇’s pro rata share of the outstanding Loans under the Amended Credit Agreement reflect such ▇▇▇▇▇▇’s pro rata share of the outstanding aggregate Loans on the First Amendment Effective Date based on its Ratable Share after giving effect to this Amendment, provided that each of the Lenders agrees to waive any right to compensation under Section 5.10 in connection with the reallocation and transactions described above. Notwithstanding anything On the First Amendment Effective Date (i) each Lender shall be deemed to have purchased a participation in each outstanding Letter of Credit in accordance with its Ratable Share after giving effect to this Amendment, (ii) to the contrary contained hereinDMFIRM #404876630 v5 2 extent necessary, it is understood and agreed each Lender shall fund Revolving Credit Loans (or receive payment of its “Revolving Credit Loans”, as defined in the Existing Credit Agreement) such that the Borrowers, in coordination with Revolving Credit Loans of each of the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement Lenders on the Closing First Amendment Effective Date which after giving effect to this Amendment are equal to its Ratable Share of the Revolving Credit Loans of all of the Lenders outstanding on the First Amendment Effective Date after giving effect to this Amendment and (iii) the Borrowers shall prepay the “Eurocurrency Rate Loans” (as defined under in the Prior Existing Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date), to the extent such Lender was a party necessary, so that the Revolving Credit Exposure on the First Amendment Effective Date after giving effect to this Amendment shall not exceed the Prior aggregate Revolving Credit Commitments of the Lenders after giving effect to this Amendment. The requirements under Section 11.8 of the Existing Credit Agreement and had a promissory note issued requirements in respect of minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the Amended Credit Agreement shall not apply to such Lender under the terms transactions effected pursuant to this Section 3. (c) As described in more detail in Section 11 hereof, it is the express intent of the Prior parties hereto that the Amended Credit AgreementAgreement is entered into not in substitution for, such Lender will promptly return to and not in payment of, the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes obligations of the Borrowers held under the Existing Credit Agreement and is in no way intended to constitute a novation of any of the Borrowers’ indebtedness which was evidenced by such Lender pursuant to the Prior Existing Credit AgreementAgreement or any of the other Loan Documents. (d) On the First Amendment Effective Date, the Administrative Agent will record the changes in the Revolving Credit Commitments in the Register.

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreementa) continue in full force and effect, including from and after the Closing Date. On the Closing Date, without the rights and obligations necessity of any further action by any party, the outstanding principal amount of the parties evidenced by the Prior “Revolving Credit Agreement shall be evidenced by this Agreement, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under in the Prior Existing Credit Agreement) (each, a “Converted Loan”) shall be converted and continued as Revolving Credit Loans hereunder as if made by the Banks under and pursuant to WC this Agreement in accordance with their respective Commitment Percentages and the Banks hereunder shall make such additional Revolving Credit Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to receive such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”repayments, as the case may be, any promissory notes if and to the extent 57 necessary to result in each Bank holding its respective Commitment Percentage of the Borrowers held outstanding Revolving Credit Loans as of the date hereof. (b) This Agreement amends and restates the Existing Credit Agreement in its entirety, and is not intended as and shall not be deemed to constitute a novation or discharge of the obligations evidenced by, or any transactions consummated under, the Existing Credit Agreement or the other Loan Documents (as defined in the Existing Credit Agreement), all of which remain in full force and effect as amended and restated by such Lender pursuant this Agreement and the other Loan Documents. Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement, the Borrower shall continue to be liable to the Prior Agent and those Banks party to the Existing Credit AgreementAgreement with respect to agreements on the part of the Borrower under the Existing Credit Agreement to pay all principal, interest, fees and other amounts that have accrued on or before the Closing Date (and have not been paid on or before such date) and to indemnify and hold harmless the Agent and such Banks from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and such Banks may be subject arising in connection with the Existing Credit Agreement and as to which the Borrower has agreed under the Existing Credit Agreement to indemnify and hold harmless the Agent and such Banks.

Transitional Arrangements. This Agreement shall(a) Subject to subsection (e) below, effective on the Closing Date, supersede without the Prior necessity of further action by any party: (i) the outstanding principal amount of the “Loans” (as defined in the Original Credit Agreement) owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Lenders pursuant to this Agreement; and (ii) each outstanding “Letter of Credit” (as defined in the Original Credit Agreement) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall be entitled to the security and subject to the provisions set forth in this Agreement. Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, each Lender whose Pro Rata Share of the combined Commitments of all of the Lenders has increased (as evidenced by the difference for such Lender between its entiretyPro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, except for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such ▇▇▇▇▇▇’s Pro Rata Share (expressed as expressly a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination. (b) Except as otherwise provided in this Section 10.21. The parties hereto agree that Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be superseded by this Agreement, the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Original Credit Agreement is not intended shall be surrendered by the parties to be a novation and the security interests and Liens granted by Lenders under the “Security Documents” Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of the Closing Date, (i) Guarantor shall execute and deliver a replacement Guaranty for the original Guaranty signed by Guarantor in connection with the Original Credit Agreement (in substantially the same form as such term is defined original Guaranty) and (ii) upon Administrative Agent’s receipt of such executed original Guaranty on the Closing Date, the original Guaranty shall terminate and be of no further force and effect. (c) All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Original Credit Agreement shall be calculated as of the Closing Date (prorated in the Prior case of any fractional periods), and shall be paid on such date in accordance with the method specified in the Original Credit Agreement, as if it were still in effect. (d) continue All of the terms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced except as modified by this Agreement, and are hereby ratified and confirmed. To the “WC Loans” as defined extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in the Prior Credit Agreement shall be considered WC Loans as defined hereinany other Loan Document, the “Revolver Loans” as defined in terms and provisions hereof shall control. (e) Notwithstanding the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding foregoing or anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with terms of the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Original Credit Agreement on the Closing Date which are applicable to “Eurocurrency Rate LIBOR Loans” (as defined under in the Prior Original Credit Agreement) shall continue in full force and effect and shall continue to apply to each LIBOR Loan with an “Interest Period” (each, a “Converted Loan”as defined in the Original Credit Agreement) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference that commenced prior to the applicable rate having an date hereof until the expiration of the then current Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to for such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit AgreementLIBOR Loan.

Transitional Arrangements. This (a) On the Effective Date, replacement Letters of Credit issued by the Issuing Bank under this Agreement shallshall be substituted for the Existing Letters of Credit issued by PNC under the Existing Credit Agreement, the effectiveness of which replacement Letters of Credit shall be conditioned on the Closing Datesurrender to PNC for cancellation of the corresponding Existing Letter of Credit. By execution of this Agreement, the Applicant and each Co-Applicant, as applicable, requests the Issuing Bank to issue such replacement Letters of Credit in substantially the same form as the Existing Letters of Credit they are to replace. The Applicant agrees to use its best efforts to cause each beneficiary of an Existing Letter of Credit to promptly surrender such Existing Letter of Credit in exchange for the corresponding replacement Letter of Credit. (b) Each Letter of Credit substituted for an Existing Letter of Credit pursuant to Section 3.3(a) hereof shall supersede the Prior such Existing Letter of Credit Agreement in its entirety, shall be deemed to be made under this Agreement and shall be governed by this Agreement and the other Credit Documents. (c) As of the Effective Date, except as expressly otherwise provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Existing Credit Agreement shall be evidenced superseded by this Agreement, Agreement and the “WC Loans” as defined in the Prior Credit Agreement Documents and shall be considered WC Loans of no further force and effect. (d) Until such time as defined hereinan Existing Letter of Credit is surrendered to PNC for cancellation, the “Revolver Loans” as defined in the Prior such Existing Letter of Credit Agreement shall be considered Revolver Loans as defined herein deemed to be a Letter of Credit issued hereunder, and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything PNC shall be entitled to the contrary contained herein, it is understood rights and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day benefits of the Interest Period relating to Issuing Bank hereunder in respect of such Converted Loans. As soon as reasonably practicable after its receipt Existing Letter of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms for purposes of the Prior Credit Agreement, such Lender will promptly return to obligations (i) of the Borrowers, marked “Substituted” or “Cancelled”Applicant and Co-Applicant, as the case may be, to reimburse PNC for any promissory notes payments of drafts under such Existing Letter of Credit as provided in Sections 2.1(c) and 2.3 hereof and to indemnify PNC as provided in Section 10.10, and (ii) of each Bank, as defined herein, to participate in and to make available for PNC’s account such Bank’s Commitment Percentage of the Borrowers held amount of any unreimbursed draft on such Existing Letter of Credit as provided in Section 2.2 hereof. Each Existing Letter of Credit shall be entitled to the benefits of the security otherwise provided under Section 2.14 for the Letter of Credit issued hereunder in replacement for such Existing Letter of Credit for so long as it remains outstanding or any draft thereunder has not been fully reimbursed. In no event shall the maturity date of any Existing Letter of Credit be extended by such Lender PNC and as to any Existing Letter of Credit pursuant to the Prior terms of which the Stated Expiration Date would be automatically extended, unless the beneficiary thereof is notified in advance of the then scheduled expiration date that such scheduled expiration date will not be extended, PNC shall give such a notice of non-extension to the beneficiary at the earliest permitted opportunity following the Effective Date if such a notice has not been given prior to the Effective Date. (e) All interest, commissions and all commitment and other fees and expenses owing or accrued under or in respect of the Existing Credit Agreement and the Existing Letters of Credit not replaced hereunder, shall be calculated as of the Effective Date (prorated in the case of any fractional periods), and shall be paid on such date in accordance with the method specified in the Existing Credit Agreement, as if it were still in effect.

Transitional Arrangements. This Agreement shall, (a) Effective on the Closing Date, supersede without the Prior necessity of further action by any party: (i) the outstanding principal amount of the “Loans” (as defined in the Original Credit Agreement) owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Lenders pursuant to this Agreement; and (ii) each outstanding “Letter of Credit” (as defined in the Original Credit Agreement) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall be entitled to the security and subject to the provisions set forth in this Agreement. Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, each Lender whose Pro Rata Share of the combined Commitments of all of the Lenders has increased (as evidenced by the difference for such Lender between its entiretyPro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, except for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such Lender’s Pro Rata Share (expressed as expressly a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination. (b) Except as otherwise provided in this Section 10.21. The parties hereto agree that Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be superseded by this Agreement, the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Original Credit Agreement is not intended shall be surrendered by the parties to be a novation and the security interests and Liens granted by Lenders under the Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of the Closing Date without the necessity of further action by any party, the “Security DocumentsPayment Guaranty” executed by the “Permitted Affiliates” (as such term is terms are defined in the Prior Original Credit Agreement) continue shall terminate and be of no further force and effect and the Permitted Affiliates shall be released from all obligations thereunder, whether accruing before or after the Closing Date. As of the Closing Date, (i) Guarantor shall execute and deliver a replacement Guaranty for the original Guaranty signed by Guarantor in connection with the Original Credit Agreement (in substantially the same form as such original Guaranty) and (ii) upon Administrative Agent’s receipt of such executed original Guaranty on the Closing Date, the original Guaranty shall terminate and be of no further force and effect. (c) All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Original Credit Agreement shall be calculated as of the Closing Date (prorated in the case of any fractional periods), and shall be paid on such date in accordance with the method specified in the Original Credit Agreement, as if it were still in effect. (d) All of the terms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced except as modified by this Agreement, and are hereby ratified and confirmed. To the “WC Loans” as defined extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in the Prior Credit Agreement shall be considered WC Loans as defined hereinany other Loan Document, the “Revolver Loans” as defined in the Prior Credit Agreement terms and provisions hereof shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreementcontrol.

Transitional Arrangements. This If Buyer has not by Closing obtained the necessary government approvals for transfer or re-issuance of any Liquor License, then provided that Buyer has by Closing filed all necessary applications for a new or transferred Liquor License (other than with respect to the Liquor License applicable to the Billings, Montana Holiday Inn, which the Parties agree shall not be subject to the foregoing proviso), at Buyer's request Sellers shall cause the current holder of such Liquor License to enter into a lease, concession agreement or other arrangement, for a term of 180 days (or shorter, as Buyer may elect) and on other commercially reasonable terms (but not including any rent, license fee or other similar fee payable by Buyer whether or not the same is commercially reasonable), under which the applicable Liquor Operations, together with the areas within the applicable Hotel described or otherwise identified in or with respect to such Liquor License as licensed for the applicable Liquor Operations (the "Licensed Premises"), would continue to be operated under the now-existing Liquor License until the time such approvals had been granted and Buyer (or its designee) is able lawfully to take over the Licensed Premises and applicable Liquor Operations or expiration of the term whichever first occurs. To the maximum extent permitted by applicable Laws, any such arrangement shall be structured so as to preserve to Buyer the economic or other benefits of the transactions contemplated by this Agreement shalland, on in any event, so as to hold Sellers and the Closing Dateholder of the existing Liquor License harmless from any loss, supersede liability or expense related to the Prior Credit Agreement licensed activities after Closing. Notwithstanding the foregoing, upon the request of Buyer, Sellers agree to transfer or cause the permanent transfer of all outstanding shares or other equity interests in its entirety, except as expressly provided the Billings Liquor Licensee to Buyer (with customary warranties and representations concerning the Billings Liquor Licensee in favor of Buyer) for no additional consideration and the Parties shall allocate a portion of the Purchase Price to such shares or other equity interests in accordance with Section 3.1. The rights of Buyer expressed in the previous sentence shall be in addition to and not to the exclusion of any other rights expressed in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced by this Agreement, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement7.1.

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “"Security Documents” " (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced by this Agreement, the “"WC Loans” " as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “"Revolver Loans” " as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s 's Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “"WC Loans” " or “"Revolver Loans” " outstanding under the Prior Credit Agreement on the Closing Date which are “"Eurocurrency Rate Loans” " (as defined under the Prior Credit Agreement) (each, a “"Converted Loan”") be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “"Substituted” " or “"Cancelled”", as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. This Agreement (a) Seller and Purchaser shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from before and after the Closing Date. On , cooperate in good faith to ensure the Closing Date, the rights orderly and obligations efficient transfer and conversion of the parties evidenced by Assets and Liabilities to be transferred hereunder. To this end and to the Prior Credit Agreement shall be evidenced by extent not otherwise provided in this Agreement, the “WC Loans” as defined in the Prior Credit Agreement Seller and Purchaser shall be considered WC Loans as defined hereinmeet and agree upon appropriate procedures for notification of customers, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein employees and the Lenders party hereto shallsuppliers, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood for conversion of data processing and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless check clearing systems for notification of whether the Closing Date is the last day of the Interest Period relating to such Converted Loanscustomer inquiries. As soon as practical after the date of this Agreement, and using information provided to Seller by Purchaser regarding its data conversion needs, Seller shall prepare and provide to Purchaser a Standard Deconversion Package which the Seller reasonably practicable after its receipt believes will accommodate the conversion of any Note the data processing and check clearing systems, including the outline and schedule of information to be provided pursuant to such Standard Deconversion Package. Any variance requested by Purchaser from the Standard Deconversion Package must be communicated to Seller within 20 days of the date the same is provided to Purchaser. Seller shall not be obligated to accept a Lender hereunder variation that requires unreasonable expense or inconvenience on Seller's part but shall discuss with Purchaser the feasibility and cost of providing such information. (b) Purchaser shall establish a Transaction Account with Seller (the "Correspondent Account") for purposes of accepting credits to and absorbing debits against, the cash balances transferred or transferrable as a result of adjustments made pursuant to this Article VI during the thirteen (13) months after the Closing Date, . The Correspondent Account shall provide authorization to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms Seller, without signature of the Prior Credit AgreementPurchaser, for the deposits and withdrawals authorized in, but only for such Lender will promptly return deposits and withdrawals as are authorized in, this Article V1. The Seller shall make available to Purchaser a full record of all transactions in the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes Correspondent Account by 8:00 A.M. Central Time of the Borrowers held by Business Day following any such Lender pursuant transactions. Any negative (collected) balances in the Correspondent Account shall represent an advance to Purchaser bearing, interest, which shall be debited against such Account, at the Prior Credit Agreementend of each month at the applicable Federal Funds Rate on the last Business Day of such month.

Transitional Arrangements. This Agreement shallIf Buyer has not by Closing obtained the necessary government approvals for transfer or re-issuance of any Liquor License (other than with respect to any Hotel located in the State of Virginia), then provided that Buyer has within thirty (30) days after the Effective Date filed all necessary applications for a new or transferred Liquor License, at Buyer's request Sellers shall cause the current holder of such Liquor License to enter into a lease, concession agreement or other arrangement, for a term of 180 Days (or shorter, as Buyer may elect) and on other commercially reasonable terms, under which the Closing Dateapplicable Liquor Operations, supersede together with the Prior Credit Agreement areas within the applicable Hotel described or otherwise identified in its entiretyor with respect to such Liquor License as licensed for the applicable Liquor Operations (the "Licensed Premises"), except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties would continue to be a novation and the security interests and Liens granted by operated under the “Security Documents” now-existing Liquor License until the time such approvals had been granted and Buyer (as such term or its designee) is defined in able lawfully to take over the Prior Credit Agreement) continue in full force Licensed Premises and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations applicable Liquor Operations or expiration of the parties evidenced by the Prior Credit Agreement term whichever first occurs; provided, that, with respect to any Maryland Liquor License, no officer, director or other natural person related to Sellers shall be evidenced required to remain or become a signatory to any Maryland Liquor License if such person would thereby be exposed to personal criminal liability. Buyer shall reimburse and indemnify Sellers for any out-of-pocket costs and for any losses incurred by this Agreementthem in connection with any lease, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders concession agreement or other arrangement entered into in accordance with each this Section 7.2(c), but Buyer shall not otherwise be required to pay any amount as rent, license fee or other similar fee, whether or not the same is commercially reasonable. To the maximum extent permitted by applicable Laws, any such Lender’s Applicable Percentage. Notwithstanding anything arrangement shall be structured so as to preserve to Buyer or Seller the economic or other benefits of the transactions contemplated by this Agreement and, in any event, so as to hold Sellers and the holder of the existing Liquor License harmless from any loss, liability or expense related to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable licensed activities after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit AgreementClosing.

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced by this Agreement, the “WC Revolver Loans” as defined in the Prior Credit Agreement shall be considered converted to WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered converted to Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Revolver Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Eurodollar Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. (a) This Agreement shall, on the Closing Date, shall supersede the Prior Credit Original Agreement in its entirety, except as expressly otherwise provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date8.25. On the Closing Date, the rights and obligations of the parties evidenced by under the Prior Original Agreement, the “Notes” and the “Note Assumptions” and any Letters of Credit Agreement (as such terms are defined in the Original Agreement) shall be evidenced subsumed within and be governed by this Agreement, the “WC Loans” as defined Notes and the Note Assumptions; provided however, that any of the obligations and liabilities of Borrower under the Original Agreement outstanding under the Original Agreement shall, for purposes of this Agreement, be obligations and liabilities hereunder. The Lenders’ interests in the Prior Credit Agreement such obligations and liabilities shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, reallocated on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders Date in accordance with each such Lender’s Applicable applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” . (as defined under the Prior Credit Agreementb) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after Upon its receipt of any the Notes and the Note requested by a Lender Assumptions to be delivered hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such each Lender will promptly return to the BorrowersBorrower, marked “SubstitutedCancelled” or “Cancelled”, as Replaced,” the case may be, any promissory notes and note assumptions of the Borrowers Borrower held by such Lender pursuant to the Prior Original Agreement. In the event that any Lender does not return its note or note assumption pursuant to the Original Agreement within thirty (30) days after the Closing Date, Borrower shall be entitled to receive an affidavit from such Lender with respect to the unreturned note. (c) All interest and all commitment, facility and other fees and expenses due as of the Closing Date or accruing under or in respect of the Original Agreement shall be calculated as of the Closing Date (with the Unused Facility Fee (as defined in the Original Agreement) and Letter of Credit Fee (as defined in the Original Agreement) prorated for any fractional periods), and shall be paid on the Closing Date in accordance with the method specified in the Original Agreement as if such agreement were still in effect.

Transitional Arrangements. This Agreement shall, (a) Effective on the Closing Date, supersede without the Prior necessity of further action by any party: (i) the outstanding principal amount of the “Loans” (as defined in the Original Credit Agreement) owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Lenders pursuant to this Agreement; and (ii) each outstanding “Letter of Credit” (as defined in the Original Credit Agreement) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall be entitled to the security and subject to the provisions set forth in this Agreement. Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, each Lender whose Pro Rata Share of the combined Commitments of all of the Lenders has increased (as evidenced by the difference for such Lender between its entiretyPro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, except for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such Lender’s Pro Rata Share (expressed as expressly a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination. (b) Except as otherwise provided in this Section 10.21. The parties hereto agree that Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be superseded by this Agreement, the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Original Credit Agreement is not intended shall be surrendered by the parties to be a novation and the security interests and Liens granted by Lenders under the “Security Documents” Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of the Closing Date, (i) Guarantor shall execute and deliver a replacement Guaranty for the original Guaranty signed by Guarantor in connection with the Original Credit Agreement (in substantially the same form as such term is defined original Guaranty) and (ii) upon Administrative Agent’s receipt of such executed original Guaranty on the Closing Date, the original Guaranty shall terminate and be of no further force and effect. (c) All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Original Credit Agreement shall be calculated as of the Closing Date (prorated in the Prior case of any fractional periods), and shall be paid on such date in accordance with the method specified in the Original Credit Agreement, as if it were still in effect. (d) continue All of the terms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced except as modified by this Agreement, and are hereby ratified and confirmed. To the “WC Loans” as defined extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in the Prior Credit Agreement shall be considered WC Loans as defined hereinany other Loan Document, the “Revolver Loans” as defined in the Prior Credit Agreement terms and provisions hereof shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreementcontrol.

Transitional Arrangements. This If Buyer has not by Closing obtained the necessary government approvals for transfer or re-issuance of any Liquor License, then provided that Buyer has by Closing filed all necessary applications for a new or transferred Liquor License (other than with respect to the Liquor License applicable to the Billings, Montana Holiday Inn, which the Parties agree shall not be subject to the foregoing proviso), at Buyer’s request Sellers shall cause the current holder of such Liquor License to enter into a lease, concession agreement or other arrangement, for a term of 180 days (or shorter, as Buyer may elect) and on other commercially reasonable terms (but not including any rent, license fee or other similar fee payable by Buyer whether or not the same is commercially reasonable), under which the applicable Liquor Operations, together with the areas within the applicable Hotel described or otherwise identified in or with respect to such Liquor License as licensed for the applicable Liquor Operations (the “Licensed Premises”), would continue to be operated under the now-existing Liquor License until the time such approvals had been granted and Buyer (or its designee) is able lawfully to take over the Licensed Premises and applicable Liquor Operations or expiration of the term whichever first occurs. To the maximum extent permitted by applicable Laws, any such arrangement shall be structured so as to preserve to Buyer the economic or other benefits of the transactions contemplated by this Agreement shalland, on in any event, so as to hold Sellers and the Closing Dateholder of the existing Liquor License harmless from any loss, supersede liability or expense related to the Prior Credit Agreement licensed activities after Closing. Notwithstanding the foregoing, upon the request of Buyer, Sellers agree to transfer or cause the permanent transfer of all outstanding shares or other equity interests in its entirety, except as expressly provided the Billings Liquor Licensee to Buyer (with customary warranties and representations concerning the Billings Liquor Licensee in favor of Buyer) for no additional consideration and the Parties shall allocate a portion of the Purchase Price to such shares or other equity interests in accordance with Section 3.1. The rights of Buyer expressed in the previous sentence shall be in addition to and not to the exclusion of any other rights expressed in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced by this Agreement, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement7.1.

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

Transitional Arrangements. This If Buyer has not by Closing obtained the necessary government approvals for transfer or re-issuance of the Liquor License, then provided that Buyer has by Closing filed all necessary applications for a new or transferred Liquor License, at Buyer’s request Seller shall use commercially reasonable efforts to cause the current holder of the Liquor License to enter into a lease, concession agreement or other arrangement, for a term of 90 days (or shorter, as Buyer may elect) and on other commercially reasonable terms (but not including any rent, license fee or other similar fee payable by Buyer whether or not the same is commercially reasonable), under which the Liquor Operations, together with the areas within the Hotel described or otherwise identified in or with respect to the Liquor License as licensed for Liquor Operations (the “Licensed Premises”), would continue to be operated under the now-existing Liquor License until the time such approvals had been granted and Buyer (or its designee) is able lawfully to take over the Licensed Premises and Liquor Operations or expiration of the term whichever first occurs. To the maximum extent permitted by Laws, any such arrangement shall be structured so as to preserve to Buyer the economic or other benefits of the transactions contemplated by this Agreement shalland, on in any event, so as to hold Seller and the holder of the existing Liquor License harmless from any Claim arising from or related to the licensed activities after Closing Date, supersede and Buyer shall agree to indemnify Seller and the Prior Credit Agreement holder of the Liquor License and hold them harmless from any such Claim. Buyer shall reimburse Seller for any expenses incurred by Seller in its entirety, except as expressly provided in connection with any arrangement entered into pursuant to this Section 10.217.2.3, including, without limitation, insurance costs, wages and reasonable attorneys’ fees. The parties hereto agree All of Seller’s obligations under this Section 7.2.3, shall be conditioned upon Seller not being obligated to assume or retain any actual or potential exposure to liability with respect to the Liquor License or the serving of alcoholic beverages following Closing unless Buyer, at its sole expense, obtains “dram shop” liability insurance, naming Seller as an additional insured, with single limit coverage of at least $2,000,000 and from a carrier whose financial rating is reasonably satisfactory to Seller. In no event shall Seller be obligated to perform or permit any act which would expose Seller to criminal liability. For avoidance of doubt, the intent of the preceding sentence is that this Agreement is not intended by the parties to be a novation Seller and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations holder of the parties evidenced existing Liquor License be insured, and fully indemnified by Buyer, against any liability resulting from sale and service of alcoholic beverages at the Prior Credit Agreement shall be evidenced by this Agreement, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable Hotel after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit AgreementClosing.

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreementa) continue in full force and effect, including from and after the Closing Date. On the Closing Date, without the rights and obligations necessity of any further action by any party, the outstanding principal amount of the parties evidenced by the Prior “Revolving Credit Agreement shall be evidenced by this Agreement, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under in the Prior Existing Credit Agreement) (each, a “Converted Loan”) shall be converted and continued as Revolving Credit Loans hereunder as if made by the Banks under and pursuant to WC this Agreement in accordance with their respective Commitment Percentages and the Banks hereunder shall make such additional Revolving Credit Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to receive such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”repayments, as the case may be, any promissory notes if and to the extent necessary to result in each Bank holding its respective Commitment Percentage of the Borrowers held outstanding Revolving Credit Loans as of the date hereof. (b) This Agreement amends and restates the Existing Credit Agreement in its entirety, and is not intended as and shall not be deemed to constitute a novation or discharge of the obligations evidenced by, or any transactions consummated under, the Existing Credit Agreement or the other Loan Documents (as defined in the Existing Credit Agreement), all of which remain in full force and effect as amended and restated by such Lender pursuant this Agreement and the other Loan Documents. Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement, the Borrower shall continue to be liable to the Prior Agent and those Banks party to the Existing Credit AgreementAgreement with respect to agreements on the part of the Borrower under the Existing Credit Agreement to pay all principal, interest, fees and other amounts that have accrued on or before the Closing Date (and have not been paid on or before such date) and to indemnify and hold harmless the Agent and such Banks from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and such Banks may be subject arising in connection with the Existing Credit Agreement and as to which the Borrower has agreed under the Existing Credit Agreement to indemnify and hold harmless the Agent and such Banks.

Transitional Arrangements. This (a) On the Restatement Effective Date, replacement Letters of Credit issued by the Issuing Bank under this Agreement shallshall be substituted for the Existing Letters of Credit issued by BNY under the Existing Credit Agreement, the effectiveness of which replacement Letters of Credit shall be conditioned on the Closing Datesurrender to BNY for cancellation of the corresponding Existing Letter of Credit. By execution of this Agreement, the Applicant and each Co-Applicant, as applicable, requests the Issuing Bank to issue such replacement Letters of Credit in substantially the same form as the Existing Letters of Credit they are to replace. The Applicant agrees to use its best efforts to cause each beneficiary of an Existing Letter of Credit to promptly surrender such Existing Letter of Credit in exchange for the corresponding replacement Letter of Credit. (b) Each Letter of Credit substituted for an Existing Letter of Credit pursuant to Section 3.3(a) hereof shall supersede the Prior such Existing Letter of Credit Agreement in its entirety, shall be deemed to be made under this Agreement and shall be governed by this Agreement and the other Credit Documents. (c) As of the Restatement Effective Date, except as expressly otherwise provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Existing Credit Agreement shall be evidenced superseded by this Agreement, Agreement and the “WC Loans” as defined in the Prior Credit Agreement Documents and shall be considered WC Loans of no further force and effect. (d) Until such time as defined hereinan Existing Letter of Credit is surrendered to BNY for cancellation, the “Revolver Loans” as defined in the Prior such Existing Letter of Credit Agreement shall be considered Revolver Loans as defined herein deemed to be a Letter of Credit issued hereunder, and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything BNY shall be entitled to the contrary contained herein, it is understood rights and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day benefits of the Interest Period relating to Issuing Bank hereunder in respect of such Converted Loans. As soon as reasonably practicable after its receipt Existing Letter of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms for purposes of the Prior Credit Agreement, such Lender will promptly return to obligations (i) of the Borrowers, marked “Substituted” or “Cancelled”Applicant and Co-Applicant, as the case may be, to reimburse BNY for any promissory notes payments of drafts under such Existing Letter of Credit as provided in Sections 2.1(c) and 2.3 hereof and to indemnify BNY as provided in Section 10.10, and (ii) of each Bank, as defined herein, to participate in and to make available for BNY’s account such Bank’s Commitment Percentage of the Borrowers held amount of any unreimbursed draft on such Existing Letter of Credit as provided in Section 2.2 hereof. Each Existing Letter of Credit shall be entitled to the benefits of the security otherwise provided under Section 2.14 for the Letter of Credit issued hereunder in replacement for such Existing Letter of Credit for so long as it remains outstanding or any draft thereunder has not been fully reimbursed. In no event shall the maturity date of any Existing Letter of Credit be extended by such Lender BNY and as to any Existing Letter of Credit pursuant to the Prior terms of which the Stated Expiration Date would be automatically extended, unless the beneficiary thereof is notified in advance of the then scheduled expiration date that such scheduled expiration date will not be extended, BNY shall give such a notice of non-extension to the beneficiary at the earliest permitted opportunity following the Restatement Effective Date if such a notice has not been given prior to the Restatement Effective Date. (e) All interest, commissions and all commitment and other fees and expenses owing or accrued under or in respect of the Existing Credit Agreement and the Existing Letters of Credit not replaced hereunder, shall be calculated as of the Restatement Effective Date (prorated in the case of any fractional periods), and shall be paid on such date in accordance with the method specified in the Existing Credit Agreement, as if it were still in effect.