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 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 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 Restatement Date, the credit facilities described in the Existing Credit Agreement shall be amended and supplemented by the Facilities described herein, and all loans, Letters of Credit, and other obligations of the Borrower and the L/C Account Parties 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 further action by any Person. Unless otherwise provided in any other Credit Document, any fees and interest accrued under the Existing 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 due and payable at the times and in the manner provided under this Agreement. All costs and expenses which were due and owing under the Existing 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 2016 Credit Agreement effective from and after the Restatement Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to any Secured Party under the Lenders 2016 Credit Agreement or the Domestic Agent under other “Loan Documents” (as defined in the Existing 2016 Credit Agreement based on Agreement) or be deemed to be a repayment of all or any facts portion of such indebtedness or events occurring or existing prior to the execution and delivery of this Agreementobligations. On the Restatement Closing Date, (a) the credit facilities described in the Existing 2016 Credit Agreement shall be amended and supplemented by the Facilities credit facilities described herein, (b) all “Loans,” “Letters of Credit,” and all loansother obligations of the “Borrowers” and “Loan Parties” (in each case as defined in the 2016 Credit Agreement) outstanding as of such date under the 2016 Credit Agreement shall be deemed to be Loans, Letters of Credit, and other obligations of the Borrower Borrowers and the L/C Account Loan Parties 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 further action by and (c) any Personreference to the 2016 Credit Agreement in any Loan Document shall be a reference to this Agreement. Unless otherwise provided in this Agreement or in any other Credit Loan Document, any fees and interest accrued under the Existing 2016 Credit Agreement shall accrue up to (but not including) the Restatement Closing Date at the rates and in the manner provided in the Existing 2016 Credit Agreement but shall be due and payable at the times and in the manner provided under this Agreement. All costs and expenses which were due and owing under the Existing 2016 Credit Agreement and related Loan Documents 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 On the Closing Date, subject to the satisfaction of the Existing Credit Agreement effective from and after the 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 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 Restatement Dateconditions set forth in Section 4.1, the credit facilities described in (a) the Existing Credit Agreement shall be amended and supplemented restated in its entirety by this Agreement and (i) all references to the Facilities described Existing Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Credit Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Credit Agreement as amended and restated hereby, (b) the Schedules attached hereto hereby replace in their entirety the corresponding Schedules attached to the Existing Credit Agreement prior to the Closing Date (including, without limitation, Schedule 1.1 hereto which sets forth the Commitments and Applicable Percentages) and (c) the Exhibits attached hereto hereby replace in their entirety the corresponding Exhibits attached to the Existing Credit Agreement prior to the Closing Date. This Agreement is not intended to constitute, and all loansdoes not constitute, Letters of Credit, and other obligations a novation of the Borrower obligations and the L/C Account Parties outstanding as of such date liabilities under the Existing Credit Agreement shall be deemed (including the Borrower Obligations) or to be loans, Letters evidence payment of Credit, all or any portion of such obligations and obligations outstanding under the corresponding facilities described herein, without further action by any Person. Unless otherwise provided in any other Credit Document, any fees and interest accrued under the Existing 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 due and payable at the times and in the manner provided under this Agreement. All costs and expenses which were due and owing under the Existing Agreement shall continue to be due and owing under, and shall be due and payable in accordance with, this Agreementliabilities.

Amendment and Restatement; No Novation. This Credit Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, effective from and after the Restatement 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 Domestic Agent administrative agent under the Existing Credit Agreement based on any 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 Restatement Closing Date, (a) the credit facilities described in the Existing Credit Agreement shall be amended amended, supplemented, modified and supplemented restated in their entirety by this Credit Agreement and the Facilities facilities described herein, and (b) all loans, Letters interest, fees and expenses owing or accruing under or in respect of Credit, and other obligations of the Borrower and the L/C Account Parties outstanding as of such date under the Existing 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 deemed to be loans, Letters calculated as of Credit, and obligations outstanding under the corresponding facilities described herein, without further action by any Person. Unless otherwise provided in any other Credit Document, any fees and interest accrued under the Existing Credit Agreement shall accrue up to Closing Date (but not including) the Restatement Date at the rates and pro-rated in the manner provided in the Existing Credit Agreement but shall be due and payable at the times and in the manner provided under this Agreement. All costs and expenses which were due and owing under the Existing Agreement shall continue to be due and owing undercase of any fractional periods if applicable), and shall be due and payable in accordance with, this Agreementpaid by the Borrower on 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 Restatement Agreement Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to any member of the Lenders or the Domestic Agent Lender Group under the Existing Credit Agreement or the other “Loan Documents” (as defined in the Existing Credit Agreement or as defined in the Original Credit Agreement) based on any facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Agreement Date, (a) the credit facilities described in the Existing Credit Agreement shall be amended and supplemented by the Facilities credit facilities described herein, and (b) all loans, “Loans,” “Letters of Credit, ,” and other obligations of the Borrower and the L/C Account Parties “Credit Parties” outstanding as of such date under the Existing Credit Agreement shall be deemed to be loansLoans, Letters of Credit, and obligations outstanding under the corresponding facilities described herein, without further action by and (c) any Personreference to the Original Credit Agreement or the Existing Credit Agreement in any Loan Documents shall be a reference to this Agreement, as context permits. Unless otherwise provided in this Agreement or in any other Credit Loan Document, any fees and interest accrued under the Existing Credit Agreement shall accrue up to (but not including) the Restatement Agreement Date at the rates and in the manner provided in the Existing Credit Agreement but shall be due and payable at the times and in the manner provided under this Agreement. All costs and expenses which were due and owing under the Existing Credit 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 First Amended Credit Agreement effective from and after the Restatement Closing 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 Obligations or any indebtedness or other obligations owing to the Lenders Prior Familymeds Lender under the First Amended Credit Agreement or the Domestic Agent under the Existing Credit Agreement based on any facts or events occurring or existing prior to the execution and delivery of this Agreementloan documents executed in connection therewith. On the Restatement Closing Date, the credit facilities and the terms and conditions thereof described in the Existing First Amended Credit Agreement shall be amended and supplemented replaced by the Facilities credit facilities and the terms and conditions thereof described hereinin this Agreement, and all loans, Letters of Credit, Loans and other obligations Obligations of the Borrower and the L/C Account Parties Familymeds outstanding as of such date under the Existing First Amended Credit Agreement shall be deemed to be loans, Letters Loans and Obligations of Credit, and obligations the Borrowers outstanding under the corresponding facilities described hereinherein (such that all “Revolving Credit Advances” as defined in and outstanding under the First Amended Credit Agreement on the Closing Date shall become Revolving Credit Advances under this Agreement, and the “Term Loan” as defined in and outstanding under the First Amended Credit Agreement on the Closing Date shall be converted into a Revolving Credit Advance under this Agreement), without further action by any Person. Unless otherwise provided in any other Credit Document, any fees and interest accrued under the Existing 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 due and payable at the times and in the manner provided under this Agreement. All costs and expenses which were due and owing under the Existing 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 Original Credit Agreement effective from and after the Restatement Datedate hereof. 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 Obligations or any indebtedness or other obligations owing to the Lenders or the Domestic Agent under the Existing Original Credit Agreement based on or any facts or events occurring or existing prior to the execution and delivery of this Agreementother Financing Documents. On the Restatement Datedate hereof, the credit facilities and the terms and conditions thereof described in the Existing Original Credit Agreement shall be amended and supplemented replaced by the Facilities credit facilities and the terms and conditions thereof described herein, and all loans, Letters of Credit, Loans and other obligations Obligations of the Borrower and the L/C Account Parties outstanding as of such date under the Existing Original Credit Agreement shall be deemed to be loans, Letters of Credit, Loans and obligations Obligations outstanding under the corresponding facilities described hereinherein (such that all "Revolving Credit Advances" and "Letter of Credit Obligations" (as such terms are defined in the Original Credit Agreement) which are outstanding on the Closing Date under the Original Credit Agreement and not refinanced on the Closing Date shall become Revolving Loans and Letters of Credit under this Agreement, respectively), without further action by any Person. Unless otherwise provided in any other Credit DocumentPerson (except the Lenders shall make such payments on the Closing Date between themselves, any fees and interest accrued under which payments shall constitute Revolving Loans, so that after giving effect thereto the Existing Credit Agreement shall accrue up to aggregate outstanding amount of the Revolving Loans of each Lender as of the Closing Date do not exceed either (but not includingi) the Restatement Date at the rates and in the manner provided in the Existing Credit Agreement but shall be due and payable at the times and in the manner provided under this Agreement. All costs and expenses which were due and owing under the Existing Agreement shall continue to be due and owing undersuch Lender's Pro Rata Share of Revolving Loans, and shall be due and payable in accordance with, this Agreementor (ii) such Lender's Revolving Loan Commitment).

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement Agreement, as amended, effective from and after the Restatement Closing Date. The execution and delivery A portion of the indebtedness owing under this Agreement shall is the same indebtedness as formerly evidenced by the Existing Credit Agreement. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of any indebtedness or other obligations owing to the Lenders or “Obligations” (as defined in the Domestic Agent Existing Credit Agreement) under the Existing Credit Agreement based on any facts or events occurring or existing as in effect prior to the execution Restatement Date and delivery which remain outstanding and are in all respects continuing (as amended and restated hereby), except to the extent that any such obligations have been repaid by the Borrowers on the Closing Date pursuant to the terms of this Agreement. On , (ii) references in the Restatement Loan Documents to the “Credit Agreement” shall be deemed to be references to this Agreement, and to the extent necessary to effect the foregoing, each such Loan Document is hereby deemed amended accordingly, (iii) all of the terms and provisions of the Existing Credit Agreement shall continue to apply for the period prior to the Closing Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be payable to the credit facilities described Administrative Agent or the Lenders (or their assignees or replacements hereunder), (iv) the obligations under the Existing Credit Agreement shall continue to be paid or prepaid on or prior to the Closing Date, and shall from and after the Closing Date continue to be owing and be subject to the terms of this Agreement, except to the extent that any such obligations have been repaid by the Borrowers on the Closing Date pursuant to the terms of this Agreement, and (v) all references in the Loan Documents to the “Administrative Agent” or “Agent” shall be deemed to refer to the Administrative Agent under this Agreement and all references in the Loan Documents to “Lenders” or a “Lender” shall be deemed to refer to the Lenders as defined in this Agreement, and to the extent necessary to effect the foregoing, each such Loan Document is hereby deemed amended accordingly; provided, however, that all Liens granted to the Administrative Agent for the benefit of the Lenders under or in connection with the Existing Credit Agreement shall be amended automatically released, terminated and supplemented by of no further force and effect on the Facilities described hereindate hereof, and Administrative Agent shall deliver all loansterminations relating to such Liens within thirty (30) days following the date hereof. To the extent necessary to effect the foregoing, Letters of Crediteach such Loan Document is hereby deemed amended accordingly. The Borrowers, and other obligations of their respective Subsidiaries, the Borrower and Administrative Agent, the L/C Account Parties outstanding as of such date Issuer and the Lenders acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Credit Agreement which remain unpaid and outstanding as of the Closing Date shall be deemed and remain outstanding and payable as Obligations or Additional Obligations under this Agreement and the other Loan Documents. (b) Upon the effectiveness hereof, the Administrative Agent shall reallocate the commitments and Loans of the Lenders hereunder and shall notify the Lenders of any payments required to be loans, Letters made so that the commitments and Loans of Credit, and obligations outstanding under the corresponding facilities described herein, without further action by any Person. Unless otherwise provided in any other Credit Document, any fees and interest accrued under the Existing 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 due and payable at the times and in the manner provided under this Agreement. All costs and expenses which were due and owing under the Existing Agreement shall continue to be due and owing under, and shall be due and payable Lenders are in accordance withwith Schedule 1.01(b). Upon receipt of such notice, this Agreementeach Lender shall make the payments specified therein.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Closing 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 Loans, the Obligations or any indebtedness or other obligations owing to the Lenders or the Domestic Agent lenders under the Existing Credit Agreement based on any facts or events occurring or existing prior to the execution other agreements and delivery of this Agreementdocuments executed in connection therewith. On the Restatement Closing Date, the credit facilities facility and the terms and conditions thereof described in the Existing Credit Agreement shall be amended and supplemented replaced by the Facilities credit facility and the terms and conditions thereof described hereinin this Agreement, and all loans, Letters of Credit, Loans and other obligations Obligations of the Borrower and the L/C Account Parties or any Designated Borrower outstanding as of such date the Closing Date under the Existing Credit Agreement shall be deemed automatically to be loans, Letters Loans and Obligations of Credit, the Borrower and obligations the applicable Designated Borrower outstanding under the corresponding facilities facility described herein, without further action by any Person. Unless otherwise provided herein (such that the Loans (as defined in any other the Existing Credit Document, any fees and interest accrued Agreement) outstanding on the Closing Date under the Existing Credit Agreement shall accrue up to (but not including) be converted into Loans outstanding under this Agreement). Notwithstanding the Restatement Date at the rates foregoing, this Agreement amends, restates and in the manner provided in replaces the Existing Credit Agreement but shall be due and payable at the times and in the manner provided under this Agreementits entirety. All costs and expenses which were due and owing under the Existing Agreement shall continue to be due and owing under, and shall be due and payable in accordance with, this Agreement.(Remainder of Page Intentionally Left Blank)