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

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the 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 or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans, letters of credit and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption), except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, Agreement effective from and after the Closing Restatement Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Domestic Agent under the Existing Credit Agreement based on any facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Restatement Date, the credit facilities described in the Existing Credit Agreement, Agreement shall be amended, supplemented, modified amended and restated in their entirety supplemented by the facilities Facilities described herein, and all loans, letters Letters of credit Credit, and other obligations of the Borrowers Borrower and the L/C Account Parties outstanding as of such date under the Existing Credit Agreement, Agreement shall be deemed to be loans, letters Letters of credit Credit, and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitationPerson. Unless otherwise provided in any other Credit Document, any Assignment fees and Assumption), except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of interest accrued under the Existing Letters of Credit Agreement shall accrue up to (but not including) the Restatement Date at the rates and in the manner provided in the Existing Credit Agreement but shall be automatically reallocated among due and payable at the Lenders as of times and in the Closing Date based on their pro rata shares of manner provided under this Agreement. All costs and expenses which were due and owing under the Commitments as of the Closing DateExisting Agreement shall continue to be due and owing under, and shall be due and payable in accordance with, this Agreement.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, Agreements effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 6.1, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Facilities, and the Existing Credit Facilities shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness Loans, Letter of Credit Liabilities or other obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement Agreements based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, Agreements shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit AgreementAgreements, as amended, shall be deemed to be loansLoans, letters Letters of credit Credit and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. 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 or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans, letters of credit loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in necessaryin order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments Applicable Percentages of the Lenders hereunder. The Letter of Credit Exposure of hereunder and the Lenders Borrowers agree to pay any amounts required pursuant to Section 3.05 in respect of connection with such transfers as if all Loans under the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based Agreement were repaid on their pro rata shares of the Commitments as of the Closing Date, to the extent not waived by the applicable Lenders.

Amendment and Restatement; No Novation. This Credit Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Closing Date. The execution and delivery of this Credit Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders lenders or the Administrative Agent administrative agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Credit Agreement and the Liens and security interests as granted under the Existing Credit Agreement or any Credit Document (as defined in the Existing Credit Agreement) securing payment of indebtedness, liabilities and obligations thereunder are in all respects continuing and in full force and effect. On the Closing Date, (a) the credit facilities described in the Existing Credit Agreement, Agreement shall be amended, supplemented, modified and restated in their entirety by this Credit Agreement and the facilities described herein, and (b) all loans, letters of credit interest, fees and other obligations of the Borrowers outstanding as of such date expenses owing or accruing under the Existing Credit Agreement, shall be deemed to be loans, letters of credit and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption), except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders or in respect of the Existing Letters Credit Agreement through the Closing Date (excluding any breakage fees in respect of “Eurodollar Rate Loans” as defined therein, which such fees owing to the Lenders under this Credit Agreement are hereby waived by each such Lender) shall be automatically reallocated among the Lenders calculated as of the Closing Date based (pro-rated in the case of any fractional periods if applicable), and shall be paid by the Borrower on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 5.1, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Revolving Facility, and the Existing Revolving Facility shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness Loans or other obligations Obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, shall be deemed to be loansLoans, letters Letters of credit Credit and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. 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 or the Administrative Agent under the Existing Credit Agreement or the other Loan Documents based on facts or events occurring or existing prior to the execution and delivery of this AgreementAgreement and the other Loan Documents. On the Closing Date, the credit facilities described in the Existing Credit Agreement, Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit loans and other obligations of the Borrowers Borrower and each other Credit Party outstanding as of such date under the Existing Credit AgreementAgreement and the other Loan Documents, shall be deemed to be loans, letters of credit loans and obligations outstanding under the corresponding facilities described hereinherein and in the other Loan Documents, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of Notwithstanding the Lenders foregoing, each Lender party hereto that was a lender in respect of the Existing Letters Credit Agreement immediately prior to the effectiveness of Credit shall be automatically reallocated among the Lenders as this Agreement hereby waives any claim for compensation pursuant to Section 3.5 of the Closing Date based on their pro rata shares of the Commitments as of the Closing DateExisting Credit Agreement.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 4.01, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Facilities, and the Existing Facilities shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness Loans or other obligations Obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, shall be deemed to be loansLoans, letters Letters of credit Credit and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness debt or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans, letters of credit loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, as amended, to the extent not repaid in accordance with the terms herein, shall be deemed to be loans, letters of credit loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. 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 or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans, letters of credit and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption), except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.. 112 11863223v8 24740.00050

Amendment and Restatement; No Novation. 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 or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, Agreement shall be amended, supplemented, modified and restated in their entirety by this Agreement and the facilities described herein, and all loans, letters of credit loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, Agreement shall be deemed to be loans, letters of credit loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary the appropriate recordations in order the Register so that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Date, reflect (i) the respective Revolving Credit Commitments and Initial Term Loan Commitments of the Lenders hereunder. The Letter hereunder and (ii) the respective Revolving Credit Commitment and Initial Term Loan Commitment of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders each Lender as of the Closing Date based set forth on their pro rata shares of the Commitments as of the Closing Dateits Lender Authorization and Consent.

Amendment and Restatement; No Novation. 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 or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans, letters of credit loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter Except as expressly amended hereby or by the Guaranty or Security Agreement, the Credit Documents shall continue in full force and effect in accordance with the provisions thereof on the date hereof, and each Credit Party ratifies and reaffirms the grant of security interests and liens granted and ratifies and reaffirms the guarantee of obligations (including in relation to this Agreement) by such Credit Exposure Party in favor of the Lenders in respect Administrative Agent for the benefit of the Existing Letters of Lenders. Any reference to the Credit shall be automatically reallocated among the Lenders as Agreement or any of the Closing Date based on their pro rata shares of the Commitments other Credit Documents herein or in any other Credit Documents shall refer to this Agreement and such other Credit Documents as of the Closing Dateamended hereby.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, Loan Agreement effective from and after the Closing Restatement Date. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute constitute, a novation or an accord and satisfaction of the Indebtedness, the Obligations, or any indebtedness or other obligations owing to the Lenders or the Administrative Agent Lender under the Existing Credit Loan Agreement, the Existing Note or any other “Loan Document” as defined in the Existing Loan Agreement based on facts or events occurring or existing prior to (the execution and delivery of this Agreement“Existing Loan Documents”). On the Closing Restatement Date, the credit facilities and the terms and conditions thereof described in the Existing Credit Agreement, Loan Agreement shall be amended, supplemented, modified amended and restated in their entirety replaced by the credit facilities and the terms and conditions thereof described herein, and all loansIndebtedness, letters Obligations, obligations of credit the Borrowers under the Existing Loan, and other obligations of the Borrowers and any other Person outstanding as of such date under the Existing Credit Agreement, Loan Agreement shall be deemed to be loans, letters of credit Indebtedness and obligations Obligations outstanding under the corresponding facilities described herein, herein without any further action by any Person (including, without limitation, any Assignment and Assumption), except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunderPerson. The Letter of Credit Exposure of Schedules and Exhibits attached to this Agreement and made a part hereof shall be deemed to replace the Lenders in respect of Schedules and Exhibits to the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing DateLoan Agreement.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, Agreements effective from and after the Closing Agreement Date. Upon satisfaction of the conditions precedent set forth in Section 5.1, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Facilities, and the Existing Facilities shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness Loans, Letter of Credit Liabilities or other obligations Obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement Agreements based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, Agreements shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit AgreementAgreements, as amended, shall be deemed to be loansLoans, letters Letters of credit Credit and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 6.1, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Facilities, and the Existing Credit Facilities shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness Loans, Letter of Credit Liabilities or other obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, shall be deemed to be loansLoans, letters Letters of credit Credit and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Closing Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Restatement Effective Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans, letters of credit loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Restatement Effective Date based on their pro rata shares of the Commitments as of the Closing Restatement Effective Date.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, 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 or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans, letters of credit loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, as amended, shall be deemed to be loans, letters of credit loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of On the Closing Date, all outstanding loans under the Existing Credit Agreement made by any Person that is a “Lender” under the Existing Credit Agreement who is not a Lender hereunder (each, an “Exiting Lender”) shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Exiting Lender shall be terminated.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 4.01, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Facility, and the Existing Facility shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness Loans or other obligations Obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, shall be deemed to be loansLoans, letters Letters of credit Credit and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 4.01, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Facilities, and the Existing Facilities shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness Loans or other obligations Obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under ​ ​ ​ ​ the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, shall be deemed to be loansLoans, letters Letters of credit Credit and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Original Credit Agreement, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 6.1, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Facility, and the Existing Credit Facility shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness Loans, Letter of Credit Liabilities or other obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Original Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Original Credit Agreement, Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Original Credit Agreement, as amended, shall be deemed to be loansLoans, letters Letters of credit Credit and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Closing Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Restatement Effective Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans, letters of credit loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Restatement Effective Date based on their pro rata shares of the Commitments as of the Closing Restatement Effective Date.. 12581222v10 24740.00017

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Original Credit Agreement, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 6.1, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Facility, and the Existing Credit Facility shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness Loans, Letter of Credit Liabilities or other obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Original Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Original Credit Agreement, Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Original Credit Agreement, as amended, shall be deemed to be loansLoans, letters Letters of credit Credit and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.  

Amendment and Restatement; No Novation. 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 or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans, letters of credit loans and obligations outstanding under the corresponding facilities described herein, and the without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving LoansAdvances, together with any Revolving Loans Advances funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders LC Issuing Banks in respect of the Existing any Letters of Credit issued under the Existing Credit Agreement shall be automatically reallocated among the Lenders LC Issuing Banks as of the Closing Date based on their pro rata shares of the LC Commitments as of the Closing Date.. 101

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, Agreement effective from and after the Closing Effective Date. Upon satisfaction of the conditions precedent set forth in Section 4.1, this Agreement shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Credit Facility, and the terms and conditions of the Existing Credit Agreement shall be superseded by this Agreement in all respects, in each case, on a prospective basis only. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness Loans, Reimbursement Obligations or other obligations owing to the Lenders or the Administrative Agent Agent, as applicable, under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, as amended, shall be deemed to be loansLoans, letters of credit Facility LCs and obligations outstanding under the corresponding facilities as described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Effective Date, reflect the respective Commitments and Loans of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Loan Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness debt or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Loan Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Loan Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all loans, letters of credit loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Loan Agreement, as amended, shall be deemed to be loans, letters of credit loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of On the Closing Date, all outstanding loans under the Existing Loan Agreement made by any Existing Lender shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Loan Agreement) of such Exiting Lender shall be terminated.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of that certain Amended and Restated Credit Agreement, dated as of December 2, 2010, among TWTC, the Borrower, the lenders party thereto and ▇▇▇▇▇ Fargo, as administrative agent (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 lenders or the Administrative Agent administrative agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit loans and other obligations of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans, letters of credit loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving such Loans, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.

Amendment and Restatement; No Novation. 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 or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans, letters of credit loans and obligations outstanding under the corresponding facilities described herein, and the without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Revolving LoansAdvances, together with any Revolving Loans Advances funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders LC Issuing Banks in respect of the Existing any Letters of Credit issued under the Existing Credit Agreement shall be automatically reallocated among the Lenders LC Issuing Banks as of the Closing Date based on their pro rata shares of the LC Commitments as of the Closing Date.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, 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 or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit Loans (as defined in the Existing Credit Agreement) and other obligations Obligations (as defined in the Existing Credit Agreement) of the Borrowers Borrower outstanding as of such date under the Existing Credit Agreement, Agreement shall be deemed to be loans, letters of credit Loans and obligations Obligations outstanding under the corresponding facilities described herein, without any further action by any Person (including, without limitation, any Assignment and Assumption)Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans (as defined in the Revolving LoansExisting Credit Agreement) under the Existing Credit Agreement, together with any Revolving Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. The Letter of Credit Exposure of the Lenders in respect of the Existing Letters of Credit shall be automatically reallocated among the Lenders as of the Closing Date based on their pro rata shares of the Commitments as of the Closing Date.