Common use of Transitional Arrangements Clause in Contracts

Transitional Arrangements. Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. 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 under the Existing Credit Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each of the “Loans” (as defined in the Existing Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior to the 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 all interest, fees and expenses 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 case of any fractional periods), and shall be paid at the times set forth herein. As of 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 conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunder.

Transitional Arrangements. Upon This Agreement shall, on the effectiveness of this AgreementClosing Date, this Agreement shall supersede the Existing Prior Credit Agreement in its entirety, except as otherwise expressly provided in this Section 14.2110.21. This The parties hereto agree that this Agreement constitutes an amendment is not intended by the parties to be a novation and restatement of the Existing security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement effective Agreement) continue in full force and effect, including from and after the Closing Date. 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 On the Closing Date, the rights and obligations of the parties under evidenced by the Existing Prior Credit Agreement and shall be evidenced by this Agreement, the “NotesWC Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall be subsumed within and considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be governed by this Agreement considered Revolver Loans as defined herein and the NotesLenders 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. Each of 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 in under the Existing Prior Credit Agreement) advanced (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior reference to the effectiveness 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 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 all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Agreement through whether the Closing Date shall be calculated as is the last day of the Closing Date (pro rated in the case Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any fractional periods), and shall be paid at the times set forth herein. As of Note requested by a Lender hereunder on the Closing Date, to the Existing Letters 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 shall be deemed Agreement, such Lender will promptly return to be Letters the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of Credit issued the Borrowers held by such Lender pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Prior Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.

Transitional Arrangements. Upon On the effectiveness of this AgreementRestatement Date, this Agreement shall supersede amend the Existing Credit Original Agreement in its entirety, except as otherwise provided in this Section 14.21§19. This Agreement constitutes an amendment and restatement of On the Existing Credit Agreement effective from and after the Closing Date. 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 Restatement Date, the rights and obligations of the parties under evidenced by the Existing Credit Original Agreement shall be evidenced by this Agreement and the other Loan Documents and the existing Letters of Credit issued by any L/C Issuer for the account of Borrower prior to the Restatement 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 Original Agreement and the other “NotesLoan Documents” (as defined in the Existing Credit Original Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be subsumed within and terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the Notesother Loan Documents. Each All references to the Original Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the “Loans” (as defined in foregoing and to the Existing Credit Agreement) advanced by extent necessary, the Existing Lenders and outstanding the Administrative Agent reserve all of their rights under the Existing Credit Original Agreement immediately prior to and the effectiveness Guarantor hereby obligates itself again in respect of this Agreement (other than all present and future Obligations under, inter alia, the “Tranche A-1 Loans” under and as defined in the Existing Credit Original 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 all interest, as amended and restated by this Agreement. All interest and fees and expenses expenses, if any, owing or accruing under or in respect of the Existing Credit Original Agreement through the Closing Restatement Date shall be calculated as of the Closing Restatement Date (pro rated in the case of any fractional periods), and shall be paid at on the times set forth hereinRestatement Date. As Commencing on the Restatement Date, all fees hereunder shall be payable by the Borrower to the Administrative Agent for the account of 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 conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderLenders in accordance with this Agreement.

Transitional Arrangements. Upon On the effectiveness of this AgreementRestatement Effective Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.2110.21. This Agreement constitutes an amendment and restatement of On the Existing Credit Agreement effective from and after the Closing Date. 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 Restatement Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, 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 “NotesLoan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be subsumed within terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be governed by this Agreement and the Notesother Loan Documents. Each of All Obligations under the Existing Credit Agreement and the other “LoansLoan Documents” (as defined in the Existing Credit Agreement) advanced shall continue to be outstanding except as expressly modified by this Agreement and shall be governed in all respects by this Agreement and the Existing Lenders other Loan Documents, it being agreed and outstanding under 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 immediately prior to the effectiveness of this Agreement or any other “Loan Documents” (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement), which nor does it operate as a waiver of any right, power or remedy of the Administrative Agent, the L/C Issuer or any Lender under any “Loan Documents” (as defined in the Existing Credit Agreement). In the event that any payment made by any Loan Party under the Existing Credit Agreement must be disgorged or otherwise returned by any Lender thereunder, such Lender shall be re-paid in full in cash contemporaneously with entitled to the closing benefits of the transactions contemplated hereby) Existing Credit Agreement and the Loan Parties shall continue unconditionally be obligated to be Loans hereunder, provided that all repay the same along with any applicable interest and fees. All interest, fees and expenses expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Restatement Effective Date shall be calculated as of the Closing Restatement Effective Date (pro rated in the case of any fractional periods), and shall be paid at on the times set forth hereinRestatement Effective Date. As The Loan Parties acknowledge, represent and warrant that, as of the Closing 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) and that immediately prior to the effectiveness of this Agreement, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 Agreement and subject to such other Loan Documents are valid, binding and enforceable in accordance with the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderterms thereof.

Transitional Arrangements. Upon On the effectiveness of this AgreementRestatement Effective Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.2110.21. This Agreement constitutes an amendment and restatement of On the Existing Credit Agreement effective from and after the Closing Date. 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 Restatement Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, 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 “NotesLoan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be subsumed within terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be governed by this Agreement and the Notesother Loan Documents. Each of All Obligations under the Existing Credit Agreement and the other “LoansLoan Documents” (as defined in the Existing Credit Agreement) advanced shall continue to be outstanding except as expressly modified by this Agreement and shall be governed in all respects by this Agreement and the Existing Lenders other Loan Documents, it being agreed and outstanding under 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 immediately prior to the effectiveness of this Agreement or any other “Loan Documents” (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement), which nor does it operate as a waiver of any right, power or remedy of the Administrative Agent, the L/C Issuer or any Lender under any “Loan Documents” (as defined in the Existing Credit Agreement). In the event that any payment made by any Loan Party under the Existing Credit 140 Agreement must be disgorged or otherwise returned by any Lender thereunder, such Lender shall be re-paid in full in cash contemporaneously with entitled to the closing benefits of the transactions contemplated hereby) Existing Credit Agreement and the Loan Parties shall continue unconditionally be obligated to be Loans hereunder, provided that all repay the same along with any applicable interest and fees. All interest, fees and expenses expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Restatement Effective Date shall be calculated as of the Closing Restatement Effective Date (pro rated in the case of any fractional periods), and shall be paid at on the times set forth hereinRestatement Effective Date. As The Loan Parties acknowledge, represent and warrant that, as of the Closing 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) and that immediately prior to the effectiveness of this Agreement, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 Agreement and subject to such other Loan Documents are valid, binding and enforceable in accordance with the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderterms thereof.

Transitional Arrangements. Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.2111.19. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. 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 Lender under the Existing Credit Agreement or evidence the repayment of any such indebtedness or other obligationsobligations thereunder. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence evidences the obligations of the Loan Parties Borrowers outstanding thereunder, secured by the Security Documents and guaranteed by the GuarantyDocuments. As of the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each of the “Loans” (as defined in the Existing Credit Agreement) advanced by Lender under the Existing Lenders Agreement and outstanding under the Existing Credit Agreement immediately prior to the 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 all interest, fees and expenses 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 case of any fractional periods), and shall be paid at the times set forth herein. As of 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 conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunder.. (SIGNATURES TO FOLLOW)

Transitional Arrangements. Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Loan Agreement in its entirety, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement of the Existing Credit Loan Agreement effective from and after the Closing Second Amendment Effective Date. 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 Lenders or the any other Secured Parties Party under the Existing Credit Loan 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 Loan 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 Second Amendment Effective Date, the rights and obligations of the parties under the Existing Credit Loan Agreement and the “Notes” (as defined in the Existing Credit Loan Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each of the The “LoansTerm Loan” (as defined in the Existing Credit Loan Agreement) advanced by the “Lenders” (as defined in the Existing Lenders Loan Agreement) and outstanding under the Existing Credit Loan Agreement immediately prior to the 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 a portion of the Term Loan advanced by the Lenders hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Loan Agreement through the Closing Second Amendment Effective Date shall be calculated as of the Closing Second Amendment Effective Date (pro rated in the case of any fractional periods), and shall be paid at on the times set forth herein. As of the Closing Second Amendment Effective Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunder.

Transitional Arrangements. Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Second Amended and Restated Loan Agreement in its entirety, except as otherwise provided in this Section 14.2114.21.14.22. This Agreement constitutes an amendment and restatement of the Existing Credit Second Amended and Restated Loan Agreement effective from and after the Closing Third Amendment Effective Date. 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 Lenders or the any other Secured Parties Party under the Existing Credit Second Amended and Restated Loan 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 Second Amended and Restated Loan 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 Third Amendment Effective Date, the rights and obligations of the parties under the Existing Credit Second Amended and Restated Loan Agreement and the “Notes” (as defined in the Existing Credit Second Amended and Restated Loan Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each of the The “LoansTerm Loan” (as defined in the Existing Credit Second Amended and Restated Loan Agreement) advanced by the Existing Lenders “Lenders” (as defined in the Second Amended and Restated Loan Agreement) and outstanding under the Existing Credit Second Amended and Restated Loan Agreement immediately prior to the 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 a portion of the Term Loan advanced by the Lenders hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Second Amended and Restated Loan Agreement through the Closing Third Amendment Effective Date shall be calculated as of the Closing Third Amendment Effective Date (pro rated in the case of any fractional periods), and shall be paid at on the times set forth herein. As of the Closing Third Amendment Effective Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunder.

Transitional Arrangements. Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Loan Agreement in its entirety, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement of the Existing Credit Loan Agreement effective from and after the Closing Effective Date. 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 Lenders or the any other Secured Parties Party under the Existing Credit Loan 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 Loan 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 Effective Date, the rights and obligations of the parties under the Existing Credit Loan Agreement and the “Notes” (as defined in the Existing Credit Loan Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each of the The “LoansTerm Loan” (as defined in the Existing Credit Loan Agreement) advanced by the “Lenders” (as defined in the Existing Lenders Loan Agreement) and outstanding under the Existing Credit Loan Agreement immediately prior to the 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 a portion of the Term Loan advanced by the Lenders hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Loan Agreement through the Closing Effective Date shall be calculated as of the Closing Effective Date (pro rated in the case of any fractional periods), and shall be paid at on the times set forth herein. As of the Closing Effective Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunder.

Transitional Arrangements. Upon This Agreement shall, on the effectiveness of this AgreementClosing Date, this Agreement shall supersede the Existing Prior Credit Agreement in its entirety, except as otherwise expressly provided in this Section 14.2110.21. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. 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 On the Closing Date, the rights and obligations of the parties under evidenced by the Existing Prior Credit Agreement and shall be evidenced by this Agreement, the “NotesWC Revolver Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall be subsumed within and converted to WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be governed by this Agreement converted to Revolver Loans as defined herein and the NotesLenders 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. Each of 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 “Eurodollar Rate Loans” (as defined in under the Existing Prior Credit Agreement) advanced (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior reference to the effectiveness 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 173 Loans and Revolver Loans, as applicable, regardless 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 all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Agreement through whether the Closing Date shall be calculated as is the last day of the Closing Date (pro rated in the case Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any fractional periods), and shall be paid at the times set forth herein. As of Note requested by a Lender hereunder on the Closing Date, to the Existing Letters 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 shall be deemed Agreement, such Lender will promptly return to be Letters the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of Credit issued the Borrowers held by such Lender pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Prior Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.

Transitional Arrangements. Upon  The Administering Authority shall ensure that –  Every welfare service, in relation to which one or more of the effectiveness funding sources listed in Schedule One contributes to the funding of this Agreementthat service as at 31st March 2003, this Agreement shall supersede continues to be funded on existing terms from 1st April 2003 until the Existing Credit Agreement in its entiretyend of the interim period, except as otherwise provided in this Section 14.21or earlier review. This Agreement constitutes will be under an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness interim contract, interim service level agreement or other obligations owing to interim arrangement between the Lendersadministering authority and each welfare service provider (including the administering authority itself, where it acts as a service provider).  the Issuing Banksamounts payable under these interim contracts, the Agents interim service level agreements 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 interim arrangements are calculated 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 under the Existing Credit Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each of the “Loans” (as defined in the Existing Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior to the 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 accordance with the closing of methodology set out in [“the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and expenses 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 case of any fractional periods), and shall be paid at the times set forth herein. As of 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 conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunderSP Interim Financial Package”] published by ODPM on 10 June 2002, and the Borrowers hereby affirm their respective obligations thereunderservice description and pricing schedules for all interim contracts, interim service level agreements, and other interim arrangements include the information specified in Schedule [2].  The interim period shall end, in relation to a particular service, on the date when a new contract (not being an interim contract, interim service level agreement or other interim arrangement which has been amended or varied) is put in place following a service review between 2003-6.  The Administering Authority may –  In consultation with the service provider amend or vary the interim contract, interim service level agreement or other interim arrangement after 1 April 2003 and prior to a service review. This is provided that the amended or varied interim contract, interim service level agreement or other interim arrangement is by mutual agreement between the parties to the interim contract, service level agreement, or other interim arrangement. SPINTLS Schedules (required for every service) The Administering Authority will use to SPIINTLS to:-  Provide Interim Contracts Key Mandatory Elements  Enable;  Transitional arrangements  The Supporting People grant amounts to be calculated  The Charging information to be consolidated  The essential audit activities to take place Charging / Means-testing Charging regime and means-testing for welfare services The administering authority shall -  Use the charging rules approved by the Commissioning Body to consider whether any service recipient who applies for relief from charges under the rules should receive such relief and to determine the level of the relief. The Administering Authority shall ensure the charging rules shall be applied on a tenure neutral basis, except in relation to any designated transitional arrangement.

Transitional Arrangements. Upon (a) On the effectiveness of this AgreementFirst Amendment Effective Date, this Agreement shall supersede (i) the credit facilities described in the Existing Credit Agreement shall be amended, supplemented and modified in its entiretytheir entirety by the facilities described in the Amended Credit Agreement, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement all loans and other obligations of the Existing Credit Agreement effective from and after Borrowers outstanding as of the Closing Date. 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 First Amendment Effective Date 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 shall be deemed to be loans and obligations of the parties outstanding under the Existing corresponding facilities described in the Amended Credit Agreement and Agreement, without any further action by any Person; provided, however, that any Loans bearing interest under the “Notes” LIBOR Rate Option (as defined in the Existing Credit Agreement) outstanding immediately before giving effect to this Amendment shall be subsumed within and be governed by this Agreement and continue to bear interest after the Notes. Each of First Amendment Effective Date at the “Loans” applicable rate under the LIBOR Rate Option for the Interest Period (as defined in the Existing Credit Agreement) advanced by in effect for such outstanding Loan immediately before giving effect to this Amendment (and at the Existing Lenders and end of the applicable Interest Period for any such outstanding Loan, the Borrowers shall either (x) convert such Loan to bear interest under the Base Rate Option or the 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 immediately prior to which remain outstanding on the effectiveness First Amendment Effective Date shall continue as Letters of this Credit under (and shall be governed by the terms of) the Amended Credit Agreement and (other than the iii) all obligations constituting “Tranche A-1 LoansObligations” 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, which shall be re-paid ) in full in cash contemporaneously accordance with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Amended Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid at the times set forth herein. As of 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 conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.

Transitional Arrangements. Upon On the effectiveness of this AgreementClosing Date, this Credit Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.21§19. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. 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 On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this 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 “NotesLoan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be subsumed within and terminated, extinguished or annulled but shall hereafter be governed by this Credit Agreement and the Notesother Loans Documents. Each of the “Loans” (as defined in All references to the Existing Credit Agreement) advanced by Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Credit Agreement and the Existing provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and outstanding the Administrative Agent reserve all of their rights under the Existing Credit Agreement immediately prior to and each of the effectiveness Guarantors hereby obligates itself again in respect of this Agreement (other than the “Tranche A-1 Loans” under all present and as defined in future Obligations under, inter alia, 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 all interest, as amended and restated by this Credit Agreement. 106 All interest and fees and expenses 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 case of any fractional periods), and shall be paid at on the times set forth hereinClosing Date. As of Commencing on the Closing Date, the Existing Letters of Credit Commitment Fees and all other fees hereunder shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject payable by the Borrowers to the conditions Administrative Agent for the account of Section 2.3, Section 3.2.2, and each other provision relating to Letters of the Lenders in accordance with this Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunder.Agreement. 107

Transitional Arrangements. Upon This Agreement shall, on the effectiveness of this AgreementClosing Date, this Agreement shall supersede the Existing Prior Credit Agreement in its entirety, except as otherwise expressly provided in this Section 14.2110.21. This The parties hereto agree that this Agreement constitutes an amendment is not intended by the parties to be a novation and restatement of the Existing security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement effective Agreement) continue in full force and effect, including from and after the Closing Date. 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 On the Closing Date, the rights and obligations of the parties under evidenced by the Existing Prior Credit Agreement and shall be evidenced by this Agreement, the “NotesWC Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall be subsumed within and considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be governed by this Agreement considered Revolver Loans as defined herein and the NotesLenders 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. Each of 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 in under the Existing Prior Credit Agreement) advanced (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior reference to the effectiveness 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 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 all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Agreement through whether the Closing Date shall be calculated as is the last day of the Closing Date (pro rated in the case Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any fractional periods), and shall be paid at the times set forth herein. As of Note requested by a Lender hereunder on the Closing Date, to the Existing Letters 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 shall be deemed Agreement, such Lender will promptly return to be Letters the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of Credit issued the Borrowers held by such Lender pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Prior Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.

Transitional Arrangements. Upon the effectiveness of this Agreement, this This Agreement shall supersede and amend and restate the Existing Prior Credit Agreement in its entirety, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment 11.24 and restatement of the Existing Credit Agreement effective from Section 2.03(s), and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other the 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 and liabilities of the parties hereto that this Agreement amend and restate in its entirety under the Existing Prior Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the GuarantyAgreement. As of At the Closing Date, the rights and obligations of the parties under the Existing Prior Credit Agreement and the “Revolving Notes” (as defined in the Existing Credit Agreement) therein shall be subsumed within and be governed by this Agreement and the Revolving Notes. Each ; provided, however, that (x) any of the “Loans” (as defined in the Existing Prior Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Prior Credit Agreement immediately prior to and not prepaid at the effectiveness Closing Date shall, for purposes 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 all interestand (y) this Agreement shall not in any way release or impair the rights, fees and expenses owing duties or accruing under or in respect of obligations created pursuant to the Existing Prior Credit Agreement through or any other Loan 152 Document or affect the Closing Date shall be calculated relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid at the times set forth herein. As of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Existing Letters Borrower and the other Loan Parties. [Remainder of page intentionally left blank] [Signature page of Credit shall be deemed to be Letters Agreement] AMERESCO ASSET SUSTAINABILITY GROUP LLC AMERESCO CT LLC AMERESCO DELAWARE ENERGY LLC AMERESCO EVANSVILLE, LLC AMERESCO HAWAII LLC AMERESCO INTELLIGENT SYSTEMS, LLC AMERESCO LFG HOLDINGS LLC AMERESCO NAVY YARD PEAKER LLC AMERESCO PALMETTO LLC AMERESCO SOLAR, LLC AMERESCO SOLAR NEWBURYPORT LLC AMERESCO XXXXXXXX LLC SELDERA LLC SOLUTIONS HOLDINGS, LLC By: Ameresco, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Hole Name: Xxxxxxx Xxxxx Hole Title: Treasurer, Senior Vice President and Chief Financial Officer AMERESCO SOLAR – PRODUCTS LLC AMERESCO SOLAR – SOLUTIONS LLC AMERESCO SOLAR – TECHNOLOGIES LLC By: Ameresco Solar LLC, its sole member By: Ameresco, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Hole Name: Xxxxxxx Xxxxx Hole Title: Treasurer, Senior Vice President and Chief Financial Officer [Signature page of Credit issued pursuant to Section 2.3 and subject to the conditions Agreement] AGENT BANK OF AMERICA, N.A., as Agent By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President [Signature page of Section 2.3Credit Agreement] LENDER BANK OF AMERICA, Section 3.2.2N.A., as Xxxxxx, L/C Issuer, and each other provision relating to Letters Swingline Lender By: /s/Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President [Signature page of Credit hereunderAgreement] LENDER FIFTH THIRD BANK By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Director [Signature page of Credit Agreement] LENDER KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President [Signature page of Credit Agreement] LENDER WEBSTER BANK, and the Borrowers hereby affirm their respective obligations thereunder.N.A. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President [Signature page of Credit Agreement] LENDER PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: SVP

Transitional Arrangements. Upon This Agreement shall, on the effectiveness of this AgreementClosing Date, this Agreement shall supersede the Existing Prior Credit Agreement in its entirety, except as otherwise expressly provided in this Section 14.2110.21. This The parties hereto agree that this Agreement constitutes an amendment is not intended by the parties to be a novation and restatement of the Existing security interests and Liens granted by under the "Security Documents" (as such term is defined in the Prior Credit Agreement effective Agreement) continue in full force and effect, including from and after the Closing Date. 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 On the Closing Date, the rights and obligations of the parties under evidenced by the Existing Prior Credit Agreement and shall be evidenced by this Agreement, the “Notes” ("WC Loans" as defined in the Existing Prior Credit Agreement) Agreement shall be subsumed within and be governed by this Agreement and considered WC Loans as defined herein, the Notes. Each of the “"Revolver Loans” (" as defined in the Existing Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Prior Credit Agreement immediately prior to the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and shall be considered Revolver Loans as defined in herein and the Existing Credit AgreementLenders party hereto shall, 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 all interest, fees and expenses 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 case of any fractional periods), and shall be paid at the times set forth herein. As of on the Closing Date, make such allocations among the Existing Letters 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 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 shall be deemed Agreement and had a promissory note issued to be Letters such Lender under the terms of the Prior Credit issued 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 Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Prior Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.

Transitional Arrangements. Upon If Buyer has not by Closing obtained the effectiveness necessary government approvals for transfer or re-issuance of this Agreementthe 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 and, 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 and Buyer shall supersede agree to indemnify Seller and the Existing 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 otherwise provided in connection with any arrangement entered into pursuant to this Section 14.217.2.3, including, without limitation, insurance costs, wages and reasonable attorneys’ fees. This Agreement constitutes an amendment and restatement All of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of Seller’s obligations under this Agreement Section 7.2.3, shall be conditioned upon Seller not constitute a novation of being obligated to assume or retain any indebtedness actual or other obligations owing potential exposure to liability with respect to the Lenders, the Issuing Banks, the Agents Liquor License or the other Secured Parties under the Existing Credit Agreement 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 evidence repayment permit any act which would expose Seller to criminal liability. For avoidance of any such indebtedness or other obligations. It is doubt, the intent of the parties hereto preceding sentence is that this Agreement amend Seller and restate in its entirety the Existing Credit Agreement and re-evidence the obligations holder 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 under the Existing Credit Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall existing Liquor License be subsumed within and be governed by this Agreement and the Notes. Each of the “Loans” (as defined in the Existing Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior to the 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 all interest, fees and expenses 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 case of any fractional periods)insured, and shall be paid fully indemnified by Buyer, against any liability resulting from sale and service of alcoholic beverages at the times set forth herein. As of 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 conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderHotel after Closing.

Transitional Arrangements. Upon This Agreement shall, on the effectiveness of this AgreementClosing Date, this Agreement shall supersede the Existing Prior Credit Agreement in its entirety, except as otherwise expressly provided in this Section 14.2110.21. This The parties hereto agree that this Agreement constitutes an amendment is not intended by the parties to be a novation and restatement of the Existing security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement effective Agreement) continue in full force and effect, including from and after the Closing Date. 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 On the Closing Date, the rights and obligations of the parties under evidenced by the Existing Prior Credit Agreement and shall be evidenced by this Agreement, the “NotesWC Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall be subsumed within and considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be governed by this Agreement considered Revolver Loans as defined herein and the NotesLenders 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. Each of 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 in under the Existing Prior Credit Agreement) advanced (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior reference to the effectiveness 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 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 all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Agreement through whether the Closing Date shall be calculated as is the last day of the Closing Date (pro rated in the case Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any fractional periods), and shall be paid at the times set forth herein. As of Note requested by a Lender hereunder on the Closing Date, to the Existing Letters 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 shall be deemed Agreement, such Lender will promptly return to be Letters the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of Credit issued the Borrowers held by such Lender pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Prior Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunder.Agreement. 178

Transitional Arrangements. Upon On the effectiveness of this Agreement, this Agreement shall supersede Closing Date the Existing Credit Agreement in its entirety, except shall be amended and restated as otherwise provided set forth in this Section 14.21. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. 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 under evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the “Notes” (other Loan Documents, the "Loans" as defined in Existing Credit Agreement shall be converted to Loans hereunder and the "Letters of Credit" as defined in the Existing Credit Agreement) Agreement shall be subsumed within and be governed by this Agreement and the Notes. Each converted to Letters of the “Loans” (as defined in the Existing Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior to the 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 all without constituting a novation or discharge thereof. All interest, fees and expenses expenses, if any, owing or accruing accrued under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro pro-rated in the case of any fractional periods), and shall be paid at the times set forth herein. As of on the Closing Date, . The Existing Banks agree to the collateral release of the "Vanuatu Vessel Mortgage," the "Parent Pledge Agreements," the "Dutch Guaranty," the "Dutch Pledge Agreement," the "Marine Assets Guaranty" and the "Marine Operators Guaranty," as those terms are defined in the Existing Letters Credit Agreement. The Existing Banks also agree to the partial release of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and certain Vessels subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of "US Vessel Mortgage," as such term is defined in the Existing Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.