Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. (a) The Loan Parties, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan PartiesOn the Restatement Effective Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Secured Obligations” under the Loan Documents and that all “Secured Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by obligations incurred under the Commitments hereunder. (b) Notwithstanding the Existing Credit Agreement. This amendment and restatement of the Existing Debt Facility is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by this Agreementany other Loan Document, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under Documents shall continue in full force and effect and, from and after the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that Restatement Effective Date, all references to the Existing Debt Facility and the Loans and Commitments thereunder “Credit Agreement” contained therein shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.2013.22), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderAgreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Credit Parties shall continue to be liable to each Indemnitee Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Security Documents and the other Financing Agreements Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Collateral Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement the Guarantee after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan PartiesOn the Restatement Effective Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part obligations incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (c) By execution of this Agreement all parties hereto agree that On and after the Restatement Effective Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any Article, Section or sub-clause of the Collateral Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement. (a) The Loan PartiesOn the Closing Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) Letters of Credit issued and outstanding under the Existing Credit Agreement shall remain outstanding as Letters of Credit hereunder and shall be subject to and governed by the terms and conditions of this Agreement and the terms other Loan Documents and provisions of the Existing Debt Facility, (ii) except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreementexpressly stated herein or amended, the other Loan Parties shall continue to be liable to each Indemnitee Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt FacilityObligations. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Debt FacilityCredit Agreement. The Lenders that are lenders under the Existing Credit Agreement hereby waive any requirements for notice of prepayment of Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement with respect to the payments made thereunder on the Closing Date. (cb) By execution of this Agreement all parties hereto agree that On and after the Closing Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans and Commitments hereunderrestated hereby (as it may be further amended, modified or restated), (ii) all obligations under references to any section (or subsection) of the Collateral Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated). (c) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless specifically amended hereby or by any other Loan Document.

Amendment and Restatement. (a) The Loan PartiesOn the Restatement Effective Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. (b) It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Secured Obligations” under the Loan Documents and that all “Secured Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement does not in any way constitute a novation or termination of the Indebtedness, obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (c) The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by obligations incurred under the Commitments hereunderExisting Credit Agreement. (bd) Notwithstanding On and after the amendment and restatement of the Existing Debt Facility by this AgreementRestatement Effective Date, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any Article, Section or sub-clause of the Collateral Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (e) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) The Loan PartiesSimultaneously with the Closing Date, the parties hereby agree that the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. (b) Each Borrower, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 14.20)herein, shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderAgreement. (bc) Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 1.10, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Loan Party under the Existing Debt Facility to indemnify Credit Agreement and hold harmless other Prior Loan Documents shall continue as Obligations hereunder and all indebtedness, liabilities and obligations of any Person other than a Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Indemnitee from Person hereunder, and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent (ii) each of this Agreement and the Lenders may be subject arising Notes and any other Loan Document (as defined herein) that is amended and restated in connection with the Existing Debt Facility. This this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Loan Parties Borrowers under the Existing Debt Facility Credit Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that Interest Periods for all references to Eurodollar Rate Loans outstanding under the Existing Debt Facility and Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurodollar Rate Loans and Commitments thereunder shall be deemed to refer to under this Agreement and accrue interest at the Loans Eurodollar Rate hereunder; provided, that on and Commitments hereunderafter the Closing Date, (ii) all obligations the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate in Section 1.01, without regard to any margin applicable thereto under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect Existing Credit Agreement prior to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this AgreementClosing Date.

Amendment and Restatement. (a) The Loan Parties, This Agreement shall become effective on the Agent, Restatement Effective Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions Original Agreement as of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facilitydate. This Agreement is given as a substitution of, amends and not as a payment of, restates the obligations of the Loan Parties under the Existing Debt Facility Original Agreement and is not intended to constitute be or operate as a novation or an accord and satisfaction of the Existing Debt Facility. (c) By execution of this Original Agreement all parties hereto agree that (i) each or the indebtedness, obligations and liabilities of the Collateral Documents Borrower evidenced or provided for thereunder. All outstanding Obligations under the Original Agreement on the Restatement Effective Date (and which have not been repaid on the other Financing Agreements is hereby amended such that Restatement Effective Date) shall continue to remain outstanding under this Agreement. For the avoidance of doubt, all rights and obligations of the Borrower under the Original Agreement shall continue to be the rights and obligations of the Borrower under this Agreement. From and after the date hereof, all references made to the Existing Debt Original Agreement in any Facility and the Loans and Commitments thereunder shall Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. Without limiting the generality of the foregoing, the Borrower hereby reaffirms its liability and the pledge hereunder, and the Borrower agrees that notwithstanding the execution and delivery of this Agreement, the Liens previously granted to the Administrative Agent under the Original Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed hereunder shall be and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests that any rights and liens granted under remedies of the Collateral Documents are reaffirmed and shall continue and secure the Obligations Administrative Agent hereunder and the obligations of the Guarantors Borrower hereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged hereby and shall secure all of the Borrower’s indebtedness, obligations and liabilities to the Administrative Agent and the Lenders under this the Original Agreement after as amended and restated hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens and security interests created and provided for hereunder prior to giving effect to this Agreement.

Amendment and Restatement. (a) The Loan PartiesThis Agreement shall amend and restate the Existing Credit Agreement in its entirety, with the Agentparties hereby agreeing that there is not, nor is there intended to be, a novation of the Existing Credit Agreement or any other Credit Document under the Existing Credit Agreement and the Lenders hereby agree that upon from and after the effectiveness of this Agreement, the terms rights and provisions obligations of the parties under the Existing Debt Facility Credit Agreement shall be subsumed and hereby are amended governed by this Agreement. From and restated in their entirety by after the terms and conditions effectiveness of this Agreement, the “Obligations” under the Existing Credit Agreement shall continue as Obligations under this Agreement and the terms and provisions of the Existing Debt Facility, except as other Credit Documents until otherwise provided paid in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection accordance with the Existing Debt Facilityterms hereof. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the The Collateral Documents and the other Financing Agreements is hereby amended grant of Liens on all of the Collateral described therein do and shall continue to secure the payment of all Obligations. Without limiting the generality of the foregoing, the parties hereto acknowledge and agree that the Liens securing the “Obligations” (as defined in the Existing Credit Agreement) of any Credit Party, shall from and after the Amendment and Restatement Effective Date secure the payment and performance of all Obligations (as defined in this Agreement) of such that all references Credit Party for the benefit of the Collateral Agent and the Secured Parties, and each Credit Party reaffirms its prior grant of the Liens granted by it pursuant to the “Collateral Documents” (as defined in the Existing Debt Facility Credit Agreement) and the Loans and Commitments thereunder all such Liens shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain continue in full force and effect on a continuous basis after giving effect to this Agreement and are hereby confirmed and reaffirmed by each of the Credit Parties. The parties hereto further acknowledge and agree that all “Collateral Documents” (iiias defined in the Existing Credit Agreement) all security interests shall remain in full force and liens granted under effect after the Amendment and Restatement Effective Date in favor of and for the benefit of the Collateral Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a Credit Document being a reference to the Collateral Agent, this Agreement or the other Credit Documents, as applicable), in each case, as such Collateral Documents are reaffirmed modified on the Amendment and shall continue Restatement Effective Date, and secure the Obligations hereunder each Credit Party hereby confirms and the ratifies its obligations of the Guarantors under this Agreement after giving effect to this Agreementthereunder.

Amendment and Restatement. (a) The Loan Parties, the Agent, This Agreement amends and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of restates the Existing Debt Facility shall be Guarantee and hereby are amended Collateral Agreement. All terms, conditions, agreements, covenants and restated representations and warranties contained in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt FacilityGuarantee and Collateral Agreement remain in full force and effect, except as otherwise provided expressly amended herein. Nothing herein or in this Agreement (including, without limitation, clause (b) of this Section 14.20), the other Loan Documents shall be superseded by this Agreement and all commitments impair or adversely affect the continuation of the Lenders thereunder shall terminate liability of the Borrower for the Borrower Obligations or of any other Grantor for the Guarantor Obligations incurred before the Restatement Date and be replaced the security interests, Liens and other interests in the Collateral granted, pledged and or assigned by the Commitments hereunderGrantors to the Administrative Agent pursuant to the Existing Guarantee and Collateral Agreement. (b) Notwithstanding the The amendment and restatement herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the Existing Debt Facility obligations, liabilities and indebtedness of the Grantors evidenced by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part or arising under the Existing Debt Facility to indemnify Guarantee and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent Collateral Agreement and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution ofother Loan Documents, and the Lien and security interests securing such obligations, liabilities and indebtedness, which shall continue in full force and effect and shall not as a payment ofin any manner be impaired, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facilitylimited, terminated, waived or released. (c) By execution of Notwithstanding anything to the contrary herein or in any other Loan Document, any term, condition, agreement, covenant or representation or warranty amended by this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer have been so amended for all periods prior to this Agreement the Restatement Date (regardless of whether such amendment by its terms purports to apply as of a certain date), and the Loans and Commitments hereunderduring all such periods no Grantor shall have been required, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect or be liable for any failure, to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to comply with any such provision except as amended by this Agreement.

Amendment and Restatement. (a) The Loan Parties, This Agreement shall become effective on the Agent, Restatement Effective Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions Receivables Purchase Agreement as of this Agreement such date and the terms Existing Receivables Purchase Agreement shall thereafter be of no further force and provisions effect, except to evidence (i) the incurrence by each of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement Seller and all commitments the Servicer of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part obligations under the Existing Debt Facility to indemnify and hold harmless Receivables Purchase Agreement (whether or not such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given obligations are contingent as a substitution of, and not as a payment of, the obligations of the Loan Parties under Restatement Effective Date), (ii) the Existing Debt Facility representations and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) warranties made by each of the Collateral Documents Seller and the other Financing Agreements is hereby amended Servicer prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such that Existing Receivables Purchase Agreement prior to the Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Debt Facility and the Loans and Commitments thereunder shall Receivables Purchase Agreement in any Transaction Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Receivables Purchase Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Loans Existing Receivables Purchase Agreement or the obligations and Commitments hereunderliabilities of Seller evidenced or provided for thereunder. Without limiting the generality of the foregoing, (ii) all the Seller agrees that notwithstanding the execution and delivery of this Agreement, the security interest, lien, collateral security or supporting obligations under previously granted to the Collateral Administrative Agent in its individual capacity pursuant to the Transaction Documents are reaffirmed shall be and remain in full force and effect on a continuous basis after giving effect and that any rights and remedies of the Administrative Agent in its individual capacity thereunder and obligations of the Seller thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of Seller’s Guaranteed Obligations and liabilities to Administrative Agent and the Purchasers under the Existing Receivables Purchase Agreement as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and (iii) all security interests agree that the “Receivables Purchase Agreement” referred to in the Transaction Documents shall from and liens granted under after the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect date hereof be deemed references to this Agreement.

Amendment and Restatement. (a) The Loan PartiesOn the Restatement Effective Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms Agents’ and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part obligations incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (c) By execution of this Agreement all parties hereto agree that On and after the Restatement Effective Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any Article, Section or sub-clause of the Collateral Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Company, the Administrative Agent and the Lenders agree: (a) The Loan PartiesCompany, the Agent, Administrative Agent and the Lenders hereby agree that upon that, on the effectiveness of this AgreementClosing Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 14.20)herein, shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderAgreement. (b) Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 1.01, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Debt Facility Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to indemnify the extent not repaid on the Closing Date, and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent (ii) each of this Agreement and the Lenders may be subject arising Notes and any other Loan Document (as defined herein) that is amended and restated in connection with the Existing Debt Facility. This this Agreement is given as a substitution offor, and not as a payment of, the obligations indebtedness, liabilities and Existing Obligations of the Loan Parties Company under the Existing Debt Facility Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date: (1) all Loans owing by the Company and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, (2) all Base Rate Loans under the Existing Credit Agreement and not converted into Eurodollar Rate Loans shall accrue interest at the Base Rate hereunder, and (3) the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Company shall pay all accrued interest with respect to such Loans, together with any additional amounts required by Section 3.05 of the Existing Credit Agreement (unless waived by the applicable Lender), and the Company shall furnish to the Administrative Agent Loan Notices selecting the interest rates for existing Loans. (c) By execution of this Agreement all The parties hereto hereby agree that (i) each of that, on the Collateral Documents Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the other Financing Agreements is hereby amended outstanding principal amount of any Loans shall be reallocated in accordance with such that all references to the Existing Debt Facility Commitments and the Loans and Commitments thereunder requisite assignments shall be deemed to refer be made in such amounts by and between the Lenders and from each Lender to this Agreement and each other Lender, with the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full same force and effect on a continuous basis as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.10 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and such settlements each Lender’s Applicable Percentage shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementbe as set forth on Schedule 2.01.

Amendment and Restatement. It is the intention of the parties hereto that this Agreement amends, restates, supersedes and replaces the Existing Credit Agreement in its entirety (a) The Loan Parties, the Agent, and the Lenders hereby agree other than that upon the effectiveness of this Agreement, the terms and provisions portion of the Existing Debt Facility shall be and hereby are Credit Agreement which is amended and restated in their its entirety by the terms Amended and conditions Restated Gulf Credit Agreement); provided, that, (a) such amendment and restatement shall operate to renew, amend, modify, and extend all of this the rights, duties, liabilities and obligations of the applicable Loan Parties under the Existing Credit Agreement and the terms and provisions of under the Existing Debt FacilityLoan Documents, except which rights, duties, liabilities and obligations are hereby renewed, amended, modified and extended, and shall not act as otherwise provided in this Agreement (includinga novation thereof, without limitation, clause (b) of this Section 14.20), shall be superseded the Liens granted by this Agreement any Borrower and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of each other Loan Party securing the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent Obligations and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution ofrights, duties, liabilities and not as a payment of, the obligations of the Loan Parties under (and as defined in) the Existing Debt Facility Credit Agreement and is the Existing Loan Documents to which they are a party shall not intended to constitute a novation be extinguished but shall be carried forward and shall secure such Existing Obligations, obligations and liabilities as amended, renewed, extended and restated hereby and (c) the Existing Credit Agreement shall also be amended and restated in its entirety by the Amended and Restated Gulf Credit Agreement. The parties hereto ratify and confirm each of the Existing Debt Facility. Loan Documents entered into prior to the Closing Date (cbut excluding the Existing Credit Agreement) By execution of this Agreement all parties hereto and agree that such Existing Loan Documents continue to be legal, valid, binding and enforceable in accordance with their terms (i) each except to the extent amended, restated and/or superseded in connection with the transactions contemplated hereby), however, for all matters arising prior to the Closing Date (including the accrual and payment of interest and fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Collateral Documents Existing Credit Agreement (as unmodified by this Agreement) shall control and are hereby ratified and confirmed. Each of Holdings and Crimson Operating represents and warrants that, as of the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunderClosing Date, there are no claims or offsets against, or defenses or counterclaims to, its obligations (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and or the obligations of any Guarantor) under the Guarantors Existing Credit Agreement or any of the other Existing Loan Documents. The Gulf Entities are executing this Agreement for the sole purpose of evidencing their agreement to Section 9.22 and this Section 9.23 only and for no other purpose and shall have no obligations under this Agreement after giving effect to except as set forth in Section 9.22 and this AgreementSection 9.23.

Amendment and Restatement. (a) The Loan PartiesIn order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrowers, the AgentAdministrative Agent and the Lenders: The Borrowers, the Administrative Agent and the Lenders hereby agree that upon that, on the effectiveness of this AgreementClosing Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 14.20)herein, shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Agreement. Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 10.22, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part Documents”), (a) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Debt Facility Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to indemnify and hold harmless such Indemnitee from and against all claimsthe extent not repaid on or before the Closing Date, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent (b) each of this Agreement and the Lenders may be subject arising Notes and any other Loan Document (as defined herein) that is amended and restated in connection with the Existing Debt Facility. This this Agreement is given as a substitution offor, and not as a payment of, the obligations indebtedness, liabilities and Existing Obligations of the Borrowers and each Loan Parties Party under the Existing Debt Facility Credit Agreement or any other Prior Loan Document and (c) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Credit Agreement or of this Agreement all any of the other Prior Loan Documents or any obligations thereunder. The parties hereto hereby agree that (i) each on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and (ii) the transactions contemplated under this Section 10.22 shall not give rise to any obligation of the Collateral Documents and Borrowers to make any payment under Section 3.04 or 3.05 of the Existing Credit Agreement (other Financing Agreements is hereby amended than with respect to obligations to make such that all references payments to any lender party to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Credit Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on who is not also a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect party to this Agreement).

Amendment and Restatement. (a) The Loan PartiesEffective as of the Closing Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date).The terms and conditions of this Agreement and the terms rights and provisions remedies of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with under this Agreement and the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations other Loan Documents shall apply to all of the Loan Parties Obligations incurred under the Existing Debt Facility Credit Agreement. On and is not intended to constitute a novation of after the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that Closing Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. The parties hereto acknowledge and agree that the Liens securing payment of the “Obligations” as defined in the Existing Loan Agreement, shall from and after the Closing Date secure the payment and performance of all Obligations for the benefit of the Collateral Documents are reaffirmed Agent and remain the Secured Parties, and all such Liens shall continue in full force and effect on a continuous basis after giving effect to this Agreement and are hereby confirmed and reaffirmed by each of the Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Existing Credit Agreement (iiiincluding all Mortgages and Control Agreements) shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Collateral Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Collateral Agent, this Agreement or the other Loan Documents, as applicable), and each Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, Collateral Agent is hereby appointed as Collateral Agent in connection with the foregoing, and shall be entitled to all security interests of the benefits, rights, privileges and liens granted immunities hereunder and under the Collateral other Loan Documents are reaffirmed with respect to the foregoing. This amendment and shall continue restatement is limited as written and secure the Obligations hereunder is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and the obligations conditions of the Guarantors under this Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement after giving effect to this shall not constitute a novation of the Existing Credit Agreement or of any other Loan Document (as defined in the Existing Credit Agreement).

Amendment and Restatement. (a) The This Agreement amends and restates the Existing Loan PartiesAgreement. All rights, the Agentbenefits, indebtedness, interests, liabilities and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions obligations of the parties to the Existing Debt Facility shall be and Loan Agreement are hereby are renewed, amended and restated in their entirety by according to the terms and conditions provisions set forth herein. This Agreement does not constitute nor shall it result in, a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing Loan Agreement or the other Existing Loan Documents or any indebtedness, liabilities or obligations of the Borrower thereunder, all of which are renewed and continued and are hereafter payable and to be performed in accordance with this Agreement and the other Loan Documents. Notwithstanding any prior, temporary mutual disregard of the terms and provisions of any of the Existing Debt FacilityLoan Documents, except as otherwise provided in the Borrower hereby agrees that it shall be required strictly to comply with all of the terms of the Loan Documents on and after the date hereof. Neither this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of nor any other Loan Document extinguishes the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising indebtedness or liabilities outstanding in connection with the Existing Debt Facility. This Agreement is given as a substitution ofLoan Documents, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to nor do they constitute a novation of with respect thereto. All security interests, pledges, assignments and other Liens previously granted by the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references Borrower pursuant to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Loan Documents are reaffirmed hereby renewed and continued, and all such security interests, pledges, assignments and other Liens shall remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all as security interests and liens granted under for the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this AgreementObligations. PRIOR TO THE EFFECTIVE DATE, LOANS AND EXTENSIONS OF CREDIT SHALL CONTINUE TO BE EXTENDED BY THE AGENT TO THE BORROWER PURSUANT TO THE PROVISIONS OF THE EXISTING LOAN AGREEMENT.

Amendment and Restatement. (a) The Loan PartiesThis Agreement amends, restates and continues the AgentExisting Agreement, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment other Instruments executed in connection herewith, constitute an amendment, renewal, continuance and restatement of all Loans and Obligations of the Borrower and the Guarantors. The Existing Loan shall continue as a Loan under this Agreement. Each Credit Document entered into in connection with the Existing Debt Facility Agreement or the Existing Loan is hereby ratified and confirmed and shall remain in full force and effect in accordance with its terms, except to the extent expressly amended or modified in accordance with its terms. It is expressly understood and agreed by the parties hereto that this Agreement is in no way intended to constitute, and does not constitute, a release, repayment, satisfaction, discharge or novation of the Existing Loan or the obligations and liabilities existing under the Existing Agreement, or a release, termination, novation or impairment of any Credit Document or Lien granted to the Lender. All such Credit Documents and Liens created pursuant to the Credit Documents in connection with the Existing Loan shall remain in full force and effect and extend and apply to this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising full payment and performance of all Obligations, in each case for the benefit of the Lender. All such Liens created pursuant to the Security Documents entered into in connection with the Existing Debt FacilityAgreement are hereby expressly continued, ratified and confirmed by the Borrower and the Guarantors. This Agreement is given as a substitution of, The amendment and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation restatement hereby of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents Agreement, and the concurrent amendment and restatement of any other Financing Agreements is hereby amended such that all Credit Document, shall not constitute a waiver of any conditions or requirements set forth herein or therein, whether or not performed, fulfilled or required to be performed or fulfilled prior to the date hereof, nor does it constitute consent to, or waiver of, any prior or existing default, event of default or breach of any provision hereof or of any other Credit Document. All references to the Existing Debt Facility and the Loans and Commitments thereunder Agreement in any Credit Document or any other Instrument shall be deemed to refer to this Agreement. If any inconsistency exists between this Agreement and the Existing Agreement, the terms of this Agreement shall prevail. Nothing contained in this Agreement or any other Instrument executed contemporaneously herewith shall be deemed to satisfy or discharge the Loans and Commitments hereunder, (ii) all obligations or Obligations arising under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to Existing Agreement or this Agreement (this being an amendment and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementrestatement only).

Amendment and Restatement. (a) The Loan PartiesObligors, the Administrative Agent, the Canadian Administrative Agent, the Multi-Currency Payment Agent, the Issuing Banks, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this AgreementClosing Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise provided in this Agreement (including, without limitation, clause paragraph (b) of this Section 14.2012.18), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderAgreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility Credit Agreement by this Agreement, the Loan Parties Obligors shall continue to be liable in accordance with the terms and subject to the limitations set forth in the Existing Credit Agreement to each Indemnitee indemnitee under Section 12.04 of the Existing Credit Agreement with respect to agreements on their part under the Existing Debt Facility Credit Agreement to indemnify and hold harmless such Indemnitee indemnitee from and against all claims, demandslosses, liabilities, damagesclaims, losses, costs, charges and expenses damages to which the Agent and the Lenders such indemnitee may be subject arising in connection with the Existing Debt FacilityCredit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties Obligors under the Existing Debt Facility Credit Agreement and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (c) By execution of this Agreement all parties hereto agree that on and after the Closing Date (i) each of the Collateral Documents and the other Financing Agreements relevant Basic Document is hereby amended such that all references to the Existing Debt Facility Credit Agreement and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Collateral Parent Guaranty, the Company Guaranty, the Subsidiary Guaranty and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement Agreement, subject to any applicable limitations and conditions set forth therein, and (iii) all security interests and liens granted under the Collateral Security Documents and the other Basic Documents are reaffirmed and shall continue and secure the Obligations obligations hereunder and thereunder, and the obligations of the Guarantors Obligors under this Agreement the Parent Guaranty, the Company Guaranty, the Subsidiary Guaranty and the other Basic Documents after giving effect to this AgreementAgreement and the Parent Guaranty, the Company Guaranty and the Subsidiary Guaranty are reaffirmed subject to any applicable limitations and conditions set forth therein. After giving effect to this Agreement and the transactions contemplated hereby, neither the modification of the Existing Credit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to the Basic Documents, and such Liens continue unimpaired with the same priority to secure repayment of all obligations purported to be secured thereby, whether heretofore or hereafter incurred, or (ii) requires that any new filings be made or other actions taken to perfect or to maintain the perfection of such Lien.

Amendment and Restatement. (a) The Loan Parties, This Agreement amends and restates in its entirety the AgentExisting Credit Agreement, and from and after the Lenders hereby agree that upon the effectiveness of this Agreementdate hereof, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety superseded by the terms and conditions of this Agreement and the terms and provisions of this Agreement, and this Agreement is not a new or substitute credit agreement or novation of the Existing Debt FacilityCredit Agreement. The Borrower and each Guarantor hereby agrees that all Liens securing the “Secured Obligations” (as defined in the Existing Credit Agreement) shall continue in full force and effect to secure the Secured Obligations. Concurrently with the occurrence of the Closing Date, except (a) the parties hereto acknowledge and agree that the Liens created by the mortgages and deeds of trust securing the Existing Credit Agreement and the Security Instruments (as otherwise provided defined in this Agreement (includingthe Existing Credit Agreement) shall be carried forward to secure the Secured Obligations and evidenced by the Security Instruments and have not been released or impaired in any way, without limitation, clause (b) of this Section 14.20)the Administrative Agent, shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part in its capacity as administrative agent under the Existing Debt Facility Credit Agreement and as holder, mortgagee or beneficiary of the collateral under or pursuant to indemnify the Loan Documents (as defined in the Existing Credit Agreement) hereby assigns, transfers and hold harmless such Indemnitee from and against conveys to the Administrative Agent, without recourse or warranty, all claims, demands, liabilities, damages, losses, costs, charges and expenses Liens granted to which the Agent and the Lenders may be subject arising it in connection with the Existing Debt Facility. This Agreement is given as a substitution ofCredit Agreement, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement the Security Instruments, which are being amended and restated on the Closing Date and all parties hereto agree that other ancillary documents executed in connection with such Security Instruments shall supersede and replace in their entirety each such Security Instrument (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to as defined in the Existing Debt Facility Credit Agreement) as in effect immediately prior to such amendment and restatement and all ancillary documents executed in connection therewith and all such superseded agreements and ancillary documents shall be of no further force and effect and (d) the Loans and Commitments thereunder Existing Letters of Credit shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations issued under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan PartiesThis Agreement amends, restates, replaces and supersedes in its entirety the AgentPrior Agreement; provided, however, nothing contained herein shall impair the liens and security interests established or continued by the Lenders hereby agree that upon the effectiveness of this Prior Agreement, which liens and security interests shall continue in full force and effect. All “Pledged Mortgage Loans” (as defined in the terms Prior Agreement) which are owned by the Borrower and provisions included in the “Borrowing Base” (as defined in the Prior Agreement) under the Prior Agreement as of the date hereof (the “Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20Pledged Mortgage Loans”), shall be superseded by included in the Borrowing Base as Pledged Mortgage Loans under this Agreement and as if originally funded with Advances under this Agreement so long as such Existing Pledged Mortgage Loans meet all commitments of the Lenders thereunder requirements for eligibility and inclusion in the Borrowing Base under this Agreement, provided, however, (a) the Warehouse Periods for such Existing Pledged Mortgage Loans shall terminate commence from the time such Existing Pledged Mortgage Loans were first included in the “Borrowing Base” (as defined in the Prior Agreement) under the Prior Agreement, and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the such Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Pledged Mortgage Loans and Commitments thereunder shall be deemed to refer to this Agreement and comply with the Loans and Commitments hereunder, requirement of paragraph (iil) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors definition of “Eligible Mortgage Loan” under this Agreement after giving effect if the date of each underlying Mortgage Note for such Existing Pledged Mortgage Loans was not earlier than 30 days prior to this the date such Existing Pledged Mortgage Loans were first included in the “Borrowing Base” (as defined in the Prior Agreement) under the Prior Agreement.

Amendment and Restatement. (a) The Loan PartiesThis Agreement amends, restates and continues the AgentExisting Agreement, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment other Instruments executed in connection herewith, constitute an amendment, renewal, continuance and restatement of all Loans and Obligations of the Borrower and the Guarantors. The Existing Loan shall continue as part of the Tranche One Loan under this Agreement. Each Credit Document entered into in connection with the Existing Debt Facility Agreement or the Existing Loan is hereby ratified and confirmed and shall remain in full force and effect in accordance with its terms, except to the extent expressly amended or modified in accordance with its terms. It is expressly understood and agreed by the parties hereto that this Agreement is in no way intended to constitute, and does not constitute, a release, repayment, satisfaction, discharge or novation of the Existing Loan or the obligations and liabilities existing under the Existing Agreement, or a release, termination, novation or impairment of any Credit Document or Lien granted to the Lender. All such Credit Documents and Liens created pursuant to the Credit Documents in connection with the Existing Loan shall remain in full force and effect and extend and apply to this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising full payment and performance of all Obligations, in each case for the benefit of the Lender. All such Liens created pursuant to the Security Documents entered into in connection with the Existing Debt FacilityAgreement are hereby expressly continued, ratified and confirmed by the Borrower and the Guarantors. This Agreement is given as a substitution of, The amendment and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation restatement hereby of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents Agreement, and the concurrent amendment and restatement of any other Financing Agreements is hereby amended such that all Credit Document, shall not constitute a waiver of any conditions or requirements set forth herein or therein, whether or not performed, fulfilled or required to be performed or fulfilled prior to the date hereof, nor does it constitute consent to, or waiver of, any prior or existing default, event of default or breach of any provision hereof or of any other Credit Document. All references to the Existing Debt Facility and the Loans and Commitments thereunder Agreement in any Credit Document or any other Instrument shall be deemed to refer to this Agreement. If any inconsistency exists between this Agreement and the Existing Agreement, the terms of this Agreement shall prevail. Nothing contained in this Agreement or any other Instrument executed contemporaneously herewith shall be deemed to satisfy or discharge the Loans and Commitments hereunder, (ii) all obligations or Obligations arising under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to Existing Agreement or this Agreement (this being an amendment and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementrestatement only).

Amendment and Restatement. (a) The Loan PartiesOn the Closing Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and (i) all references to the 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. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities. (b) On and after the Closing Date, (i) the Existing Credit Agreement shall be of no further force and effect except as amended and restated hereby and except to evidence (A) the incurrence by the Borrower or any Borrowing Subsidiary of the Obligations under and as defined therein (whether or not such Obligations are contingent as of the Closing Date), (B) the representations and warranties made by the Borrower or any Borrowing Subsidiary prior to the Closing Date and (C) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such Existing Credit Agreement) and (ii) the terms and conditions of this Agreement and the terms and provisions of Agreement, shall apply to all Obligations incurred under the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Credit Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify Notes issued thereunder and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given any Letters of Credit (as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facilitydefined therein) issued thereunder. (c) By execution of Except as expressly provided in any Loan Document, this Agreement all parties hereto agree that (i) each shall not cure any breach of the Collateral Documents and the other Financing Agreements is hereby amended such that all references Existing Credit Agreement or any “Default” or “Event of Default” thereunder existing prior to the Existing Debt Facility date hereof and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) is limited as written and is not a consent to any other modification of any term or condition of any Loan Document, each of which shall remain in full force and effect. (d) Each of the Borrowers, any Borrowing Subsidiary and Howmet in its capacity as a guarantor under Article VIII, hereby acknowledges and agrees that on and after the Closing Date, after giving effect to this Amendment, all of its respective obligations and liabilities under the Collateral Loan Documents to which it is a party are reaffirmed reaffirmed, and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementeffect.

Amendment and Restatement. (a) The Loan PartiesBorrower, Holdings, the Administrative Agent, the L/C Issuer and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20)the next paragraph, shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderAgreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility Credit Agreement by this Agreement, the Loan Parties Borrower and Holdings shall continue to be liable to each Indemnitee the Administrative Agent and the Lenders with respect to agreements on their the part of the Borrower and Holdings under the Existing Debt Facility Credit Agreement to indemnify and hold harmless such Indemnitee the Administrative Agent and the Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt FacilityCredit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties Borrower and Holdings under the Existing Debt Facility Credit Agreement and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. Upon the effectiveness of this Agreement all amounts outstanding and owing by Borrower under the Existing Credit Agreement shall constitute Credit Extensions hereunder. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements Loan Documents is hereby amended such that all references to the Existing Debt Facility Credit Agreement and the Loans and Commitments thereunder shall be deemed to refer to this Credit Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under each of the Collateral Documents are Guaranties is reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementthe Guaranties.

Amendment and Restatement. (a) The Loan Partiesparties to this Agreement agree that, on the Agent, and the Lenders hereby agree that upon the effectiveness of this AgreementRestatement Effective Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderother Loan Documents. (b) Notwithstanding Without limiting the foregoing, upon the effectiveness of the amendment and restatement of contemplated hereby on the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify Restatement Effective Date and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given except as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility.otherwise expressly provided herein: (c) By execution of this Agreement all parties hereto agree that (i) each of all references in the Collateral Documents “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loans and Commitments hereunder, Loan Documents; (ii) all obligations the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule; (iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Collateral Documents Existing Credit Agreement, if any, shall continue as Loans hereunder; (iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are reaffirmed necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such Lender’s Applicable Percentage thereof on the Restatement Effective Date (and remain in full force no event exceeds each such Lender’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect on a continuous basis after giving effect immediately prior to this the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (iiiz) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all security interests interest and liens granted fees outstanding under the Collateral Documents are reaffirmed Existing Credit Agreement and shall continue and secure accrued to the Obligations hereunder and date hereof to the obligations Administrative Agent for the account of the Guarantors Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under this Section 2.16 of the Existing Credit Agreement; and (v) each of the signatories hereto that is also a party to the Existing Credit Agreement after giving effect hereby consents to this Agreementany of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.

Amendment and Restatement. (a) On the Restatement Date the Existing Credit Agreement shall be amended, restated and superseded in its entirety hereby. The Loan Parties, the Agent, parties hereto acknowledge and the Lenders hereby agree that upon the effectiveness of (a) this Agreement, any promissory notes delivered pursuant to Section 2.10 and the other Credit Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Restatement Date and (b) such “Obligations” are in all respects continuing with only the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except thereof being modified as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderAgreement. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, the Collateral Agent or any Lender or its successors arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement. (c) All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive this amendment and restatement of the Existing Debt Facility by this Credit Agreement. (d) The Administrative Agent, at the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part direction of the Lenders hereunder (which constitute “Required Lenders” under the Existing Debt Facility Credit Agreement), hereby waives the requirement pursuant to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with Section 2.09 of the Existing Debt Facility. This Credit Agreement is given as a substitution of, and not as a payment of, that the obligations Borrowers deliver prior notice of their election to terminate or reduce the Loan Parties “Commitments” under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By Credit Agreement. The execution of this Agreement all parties hereto agree by any Lender that is also a “Lender” under the Existing Credit Agreement shall constitute such Person’s consent to the amendments to the Existing Credit Agreement contained herein. (e) By its execution hereof, each Lender hereby (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references consents to the Existing Debt Facility amendments to the Security Documents implemented by the Reaffirmation Agreement, and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under authorizes and directs the Administrative Agent, the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder Agent and the obligations of the Guarantors under this Agreement after giving effect UK Security Trustee (as applicable) to this Agreemententer into such amendments.

Amendment and Restatement. Subject to the satisfaction or waiver of each condition precedent contained in Section 4, the Original Agreement shall be amended and restated as of the Closing Date in its entirety in the form of this Agreement. It is the intention of each Principal Company, the Lenders and the Agent that this Agreement supersede and replace the Original Agreement in its entirety; provided, however, that (a) The Loan Partiessuch amendment and restatement shall operate to renew, amend, restate and modify the Agent, rights and obligations of the Lenders hereby agree that upon parties under the effectiveness of this Original Agreement, the terms and provisions of the Existing Debt Facility as applicable, as provided herein, but shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facilitynot effect a novation, except as otherwise provided in this Agreement (includingrefinancing, without limitationdischarge, clause extinguishment or refunding thereof, (b) unless otherwise provided for herein and evidenced by a separate written agreement, amendment or release, no other Loan Document, as defined in and as executed and/or delivered pursuant to the terms of this Section 14.20), the Original Agreement shall be superseded amended, modified, terminated or released in any respect, and all of such other Loan Documents shall remain in full force and effect, except that the Principal Companies, the Lenders and the Agent agree that by executing this Agreement it is confirmed and agreed that the definition of “Credit Agreement” contained in each such Loan Document (or any other defined term referring to the Original Agreement in any Loan Document) shall from and after the Closing Date mean this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. future amendments hereto, (bc) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation release, waiver, or discharge of any of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of rights or remedies set forth in the Collateral Loan Documents and the other Financing Agreements is hereby amended such that all references or, prior to the Existing Debt Facility and Closing, the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunderOriginal Agreement, (iid) subject to Section 2.1(a), all obligations Obligations under the Collateral Loan Documents are reaffirmed (including principal amounts outstanding, accrued unpaid interest and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the fees, any outstanding obligations of the Guarantors Company or any other Loan Party with respect to indemnification or expenses, and all obligations of the Grantors with respect to guarantees of such Obligations) shall be carried forward, preserved, ratified and confirmed as Obligations under this Agreement Agreement, and (e) the Liens securing the Indebtedness and other Obligations under the existing Loan Documents and granted pursuant to such existing Loan Documents shall not be extinguished, but shall be carried forward, and such Liens shall secure all Indebtedness hereunder and other Obligations as renewed, amended, restated and modified hereby, whether created or existing before or after giving effect to this Agreementthe Closing Date.

Amendment and Restatement. (a1) The Loan PartiesOn the Closing Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Loan Agreement shall be and hereby are amended and restated in their its entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder Loan Agreement in any Loan Document other than this Agreement (including any amendment, waiver or consent) shall be deemed to refer to this the Existing Loan Agreement as amended and the Loans and Commitments hereunderrestated hereby, (ii) all references to any section (or subsection) of the Existing Loan Agreement in any Loan Agreement (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (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 references to the Existing Loan Agreement as amended and restated hereby, (iv) the term “Lenders” as defined in the other Loan Documents shall be deemed to refer to the term “Lenders” as amended and restated hereby and (v) each Borrower hereby reaffirms all of its obligations under each of the Collateral Loan Documents are reaffirmed to which it is a party. This Agreement is not intended to constitute, and remain in full does not constitute, a novation of the obligations and liabilities under the Existing Loan Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities except to the extent expressly provided for herein. (2) On and after the Closing Date, (i) subject to clause (iii) below, the Existing Loan Agreement shall be of no further force and effect on a continuous basis after giving effect except to evidence the incurrence by the Borrowers of the “Obligations” under and as defined therein (whether or not such “Obligations” are contingent as of the Closing Date), (ii) all “Obligations” under the Existing Loan Agreement as of the Closing Date shall be deemed to be Obligations outstanding under this Agreement (whether or not such “Obligations” are contingent as of the Closing Date) and (iii) all security interests and liens granted under the Collateral Financing Documents are reaffirmed shall survive the execution and delivery of this Agreement and shall continue and to secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementall Obligations.

Amendment and Restatement. The parties hereto agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) The Loan Parties, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are deemed to be amended and restated in their its entirety by the terms and conditions of pursuant to this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause Credit Agreement; (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. Obligations (b) Notwithstanding the amendment and restatement of as defined in the Existing Debt Facility by this Credit Agreement, the Loan Parties shall continue ) owing to be liable to each Indemnitee with respect to agreements on their part any Lender that was a lender under the Existing Debt Facility Credit Agreement shall be deemed to indemnify be Obligations outstanding hereunder and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This this Credit Agreement is given as a substitution of, and shall not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of such Obligations or any of the Existing Debt Facility. rights, duties and obligations of the parties hereunder; (c) By execution of this Agreement all parties hereto agree that the Guaranty Obligations (ias defined in the Existing Credit Agreement) each of the Collateral Documents and Guarantors (as defined in the other Financing Agreements is hereby amended such that all references Existing Credit Agreement) in favor the Secured Parties pursuant to the Existing Debt Facility and the Loans and Commitments thereunder Credit Agreement shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect with respect to the Guaranteed Obligations and are hereby reaffirmed; (d) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Credit Agreement (or shall be backstopped by, Letters of Credit issued under this Credit Agreement or cash collateralized in a continuous basis after giving manner satisfactory to the issuing banks thereof); and (e) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.6 of the Existing Credit Agreement. All revolving loans outstanding to lenders under the Existing Credit Agreement immediately prior to the Effective Date that are Lenders hereunder shall, as of the Effective Date, be deemed to be a borrowing of Revolving Loans in an equivalent amount and with the same Interest Period (to the extent applicable for Eurodollar Loans) hereunder as of the Effective Date and in connection therewith, the Administrative Agent, the Borrowers and the Lenders hereby acknowledge and agree that the revolving commitments in effect under the Existing Credit Agreement immediately prior to the Effective Date (except, for the avoidance of doubt, the revolving commitments of lenders under the Existing Credit Agreement who are not Lenders hereunder) have been reallocated to the Revolving Commitments set forth on Schedule 2.1 and the revolving loans outstanding to lenders under the Existing Credit Agreement immediately prior to the Effective Date that are Lenders hereunder have been reallocated as necessary to give effect to this Agreement the Revolving Commitments, and (iii) all security interests such reallocations shall be effective on the Effective Date and liens granted under the Collateral Documents are reaffirmed do not require any Assignment and shall continue and secure the Obligations hereunder and the obligations Assumption or any other action of the Guarantors under this Agreement after giving effect to this Agreementany Person.

Amendment and Restatement. (a) The Loan PartiesOn the Closing Date, the Agent, Credit Agreements and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Forbearance Agreement shall be and hereby are amended and restated in their entirety by this Agreement in respect of “Tranche D”, as defined in the Existing Forbearance Agreement, and the Credit Agreements, and the Existing Forbearance Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by any Borrower of the indebtedness evidenced thereby, (ii) the representations and warranties made by any Borrower prior to the Effective Date, and (iii) any action or omission performed or required to be performed pursuant to such Credit Agreements and the Existing Forbearance Agreement prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of any obligation or liability of any Borrower existing under any Credit Agreement or Existing Forbearance Agreement or evidence payment of all or any portion of any such obligation and liability. Each security agreement and financing statement filed pursuant to any Credit Agreement or Existing Forbearance Agreement or any predecessor thereto shall remain in full force and effect in all respects as if such obligation or liability had been payable and effective originally as provided by this Agreement. (b) The terms and conditions of this Agreement and the terms Administrative Agent’s, Lenders’, and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Huntington’s rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate obligations and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment liabilities incurred under any Credit Agreement or any Existing Forbearance Agreement and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facilityany promissory notes or other instruments issued thereunder. (c) By execution Each Borrower reaffirms each Lien granted by it pursuant to any Existing Loan Document executed and delivered in connection with any Credit Agreement or any Existing Forbearance Agreement to the extent of the Collateral in favor of The Huntington National Bank, as Lender and the Administrative Agent for the benefit of Lenders and the Issuing Bank, which Liens shall continue in full force and effect during the term of this Agreement all parties hereto agree that and any renewals thereof and shall continue to secure the Obligations. (d) On and after the Effective Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the any Credit Agreement or any Existing Debt Facility Forbearance Agreement (or to any amendment or any amendment and the Loans and Commitments thereunder restatement thereof) in any Loan Document (other than this Agreement) shall be deemed to refer to this the such Credit Agreement or Existing Forbearance Agreement, as amended and the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any section (or subsection) of any Credit Agreement or any Existing Forbearance Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the Collateral Documents are reaffirmed corresponding provisions of this Agreement, when applicable, and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to refer to each Credit Agreement or Existing Forbearance Agreement, insofar as each is amended and restated hereby. (e) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of each Existing Loan Document remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless otherwise specifically amended hereby or any other Loan Document.

Amendment and Restatement. (a) The Loan Parties21.1 As stated in the recitals hereof, this Mortgage amends, restates and supersedes the Agent, and the Lenders hereby agree that upon the effectiveness of Initial Mortgage without novation. Nothing expressed or implied in this Agreement, the terms and provisions of the Existing Debt Facility Mortgage shall be and hereby are amended and restated construed as a release or other discharge of Mortgagor from any of its obligations or liabilities under the Initial Mortgage or any other security agreements, pledge agreements, mortgages, or other loan documents executed in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facilityconnection therewith, except as otherwise provided in (i) to the extent such obligations or liabilities are superseded under this Agreement Mortgage after the date hereof, or (including, without limitation, clause (bii) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part such obligations or liabilities owing to the Initial Mortgagee (including under such documents previously delivered to the Existing Debt Facility Initial Mortgagee under Section 4.2 of the Initial Mortgage), as such obligations or liabilities are transferred to, or replaced or superseded by corresponding obligations or liabilities to indemnify the Mortgagee (including under such documents now delivered to the Mortgagee as assignee of the Initial Mortgagee under Section 4.2 of this Mortgage). Each of Mortgagor and hold harmless such Indemnitee from Mortgagee hereby confirms and against all claimsagrees that (1) to the extent that the Initial Mortgage purports to assign or pledge to the Initial Mortgagee and its assignees, demandsor to grant to the Initial Mortgagee and its assignees a security interest in or lien on, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given any collateral as a substitution of, and not as a payment of, security for the obligations of Mortgagor from time to time existing in respect of the Loan Parties under Agreement, such pledge, assignment or grant of the Existing Debt Facility security interest or lien is hereby ratified and confirmed in all respects, and (2) the grant of security set forth herein is not a new grant of security and is not intended to constitute a novation reaffirmation of the Existing Debt Facilitygrant of security set forth in the Initial Mortgage. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan PartiesOn the Restatement Date, the AgentExisting Credit Agreement shall be amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant to Section 2.10(h) and the Lenders hereby agree that other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, refinancing or termination of the obligations under the Existing Credit Agreement as in effect prior to the Restatement Date; (ii) the “Loans” (as defined in the Existing Credit Agreement) have not become due and payable prior to the Restatement Date as a result of the amendment and restatement of the Existing Credit Agreement; (iii) such obligations are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iv) upon the effectiveness of this Agreement, Agreement all loans and letters of credit outstanding under the terms and provisions Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Existing Debt Facility shall be Loans and hereby are amended and restated in their entirety by Letters of Credit hereunder on the terms and conditions set forth in this Agreement; and (v) the Liens granted under the Existing Credit Agreement and the other Collateral Documents (as defined in the Existing Credit Agreement) securing payment of such obligations are in all respects ratified, confirmed, and continuing and in full force and effect, without interruption or impairment of any kind, after giving effect to this Agreement and the terms other Loan Documents and provisions of the Existing Debt Facilitytransactions contemplated hereby and shall continue to secure the Obligations (as defined herein), except as to the extent such Collateral Documents are amended, restated, modified or otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of supplemented on the Lenders thereunder shall terminate and be replaced by the Commitments hereunderRestatement Date. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of any Loan Party contained in the Existing Credit Agreement, such Loan Party acknowledges and agrees that any causes of action or other rights created prior to the Restatement Date in favor of any Lender and its successors arising out of the representations and warranties of such Loan Party and contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement or any other Loan Document executed in connection therewith prior to the Restatement Date shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are now monetary obligations of the Borrowers as evidenced by this Agreement as provided in Section 2 hereof. (c) All indemnification obligations of any Loan Party pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) with respect to any losses, claims, damages, liabilities and related expenses occurring prior to the Restatement Date shall survive the amendment and restatement of the Existing Debt Facility by Credit Agreement pursuant to this Agreement, . All costs and expenses which were due and owing under the Loan Parties Existing Credit Agreement shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify due and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution ofowing under, and not as a payment ofshall be due and payable in accordance with, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facilitythis Agreement. (cd) By execution of this Agreement all parties hereto agree that (i) On and after the Restatement Date, each of reference in the Collateral Loan Documents and to the other Financing Agreements is hereby amended such that all references “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Existing Debt Facility Credit Agreement shall mean and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect reference to this Agreement.

Amendment and Restatement. (a) The Loan PartiesEach of the Borrower, Manager, Servicer, Seller, Lenders, Agent, Paying Agent and Custodian acknowledge and agree that, upon the satisfaction of the conditions in Section 3.1, on the Restatement Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Original Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Original Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Original Obligations under the Original Credit Agreement (whether or not such obligations are contingent as of the Restatement Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Date and (iii) any action or omission performed or required to be performed pursuant to such Original Credit Agreement prior to the Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in such Original Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Potential Default” or “Event of Default” under and as defined in the Original Credit Agreement prior to the Restatement Date. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Obligations” under the Transaction Documents and that all “Obligations” of the Borrower hereunder shall continue to be secured by Liens evidenced under the Security Agreement, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the terms Agent’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lenders’ rights and remedies under this Agreement and the other Transaction Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by obligations incurred under the Commitments hereunder. (b) Notwithstanding the Original Credit Agreement. This amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given limited as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility written and is not intended a consent to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Collateral Transaction Documents shall continue in full force and effect and, from and after the other Financing Agreements is hereby amended such that Restatement Date, all references to the Existing Debt Facility and the Loans and Commitments thereunder “Credit Agreement” contained therein shall be deemed to refer to this Agreement Agreement. Additionally, in connection with the foregoing, the Agent consents to (i) the amendment and restatement of the Loans Original Parent Guaranty and Commitments hereunder, (ii) all the amendment and restatement of (a) the first amended and restated limited liability company agreement of the Borrower (as in effect on the date hereof) and (b) the second amended and restated limited liability company agreement of the Seller (as in effect on the date hereof), in each case in form and substantive acceptable to the Agent. Notwithstanding anything contained herein to the contrary, the Original Parent Guaranty (as amended and restated on the date hereof) and the obligations under the Collateral Documents are reaffirmed and contained therein shall remain in full force effect (as amended and effect on a continuous basis after giving effect to this Agreement and (iiirestated) all security interests and liens granted under as of the Collateral Documents are reaffirmed Restatement Date and shall continue and secure survive the Obligations hereunder and the obligations termination of the Guarantors under this Agreement after giving Transaction Documents in effect immediately prior to the effectiveness of this Agreement.

Amendment and Restatement. (a) The Loan PartiesPursuant to (i) the Assignment of First Lien Notes, Liens and Security Interest, on the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions Closing Date $23,350,906.50 of the Existing Debt Facility shall be outstanding amount of principal and hereby are amended interest owing by Borrower and restated in their entirety by Quest Resource Corporation under the terms and conditions of this Prior First Lien Credit Agreement and the terms notes issued pursuant thereto has been refinanced, renewed, rearranged and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded extended by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by Loans under this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations the Assignment of Second Lien Notes, Liens and Security Interest, on the Closing Date $27,492,657.50 of the outstanding amount of principal and interest owing by Borrower and Quest Resource Corporation under the Collateral Documents are reaffirmed Prior Second Lien Credit Agreement and remain in full force the notes issued pursuant thereto has been refinanced, renewed, rearranged and effect on a continuous basis after giving effect to extended by Loans under this Agreement and (iii) all the Assignment of Third Lien Notes, Liens and Security Interest, on the Closing Date $20,565,936.00 of the outstanding amount of principal and interest owing by Borrower and Quest Resource Corporation under the Prior Third Lien Credit Agreement and the notes issued pursuant thereto has been refinanced, renewed, rearranged and extended by Loans under this Agreement. (b) This Agreement amends and restates in its entirety the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and Prior Third Lien Credit Agreement, and the Revolving Notes amend, restate, rearrange, extend and renew the Indebtedness under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and Prior Third Lien Credit Agreement and the promissory notes executed in connection therewith. The Lenders are subrogated to the rights of the lenders under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and Prior Third Lien Credit Agreement. All liens and security interests created and liens granted existing under the Collateral Documents are reaffirmed Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and Prior Third Lien Credit Agreement shall continue in force and effect to secure the Obligations hereunder of Borrower to the Lenders pursuant to the Revolving Notes and the obligations of the Guarantors under this Agreement after giving effect to this Agreement, and Borrower hereby ratifies, adopts and confirms all such prior liens and security interests.

Amendment and Restatement. This Agreement amends and restates the Existing Credit Agreement in its entirety. Each Borrower hereby agrees that (a) The the Indebtedness outstanding under the Existing Credit Agreement and the Loan PartiesDocuments (as defined in the Existing Credit Agreement; together with the Existing Credit Agreement, the Agent“Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Existing Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders hereby agree under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments loans of the Lenders thereunder shall terminate be outstanding on a ratable basis in accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement Borrowers to request Borrowings from Lenders, to make prepayment of the loans under the Existing Debt Facility by Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the Loan Parties loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Existing Credit Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Credit Documents continue to be liable legal, valid, binding and enforceable in accordance with their terms (except to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify extent, amended, restated and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising superseded in connection with the Existing Debt Facilitytransactions contemplated hereby). This Agreement is given The Borrowers, jointly and severally, represent and warrant that, as a substitution ofof the Effective Date, and not as a payment ofthere are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of the Loan Parties any Guarantor) under the Existing Debt Facility and is not intended to constitute a novation of the Credit Agreement or any other Existing Debt FacilityCredit Documents. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan Parties, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement. IN WITNESS WHEREOF, Agent, Lenders, Parent Borrower, Co-Borrowers and Guarantors have caused this Agreement to be duly executed as of the day and year first above written.

Amendment and Restatement. (a) The Loan PartiesOn the Restatement Effective Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Guarantors, the Administrative Agent, the L/C Issuers and the Lenders agree that (i) the incurrence by the Borrower of “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Restatement Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents and (ii) except as expressly stated herein or otherwise amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part Indebtedness incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (c) By execution of this Agreement all parties hereto agree that On and after the Restatement Effective Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans restated hereby (as it may be further amended, modified or restated) and Commitments hereunder, (ii) all obligations under references to any section (or subsection) of the Collateral Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. (d) Except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless specifically amended hereby or by any other Loan Document.

Amendment and Restatement. (a) The Loan PartiesOn the Effective Date, (i) the Existing Revolving Credit Commitment of any Existing Lender that is not a Lender under this Agreement shall be terminated (and any notice with respect thereto is hereby waived) and (ii) the Existing Revolving Credit Commitment of any Existing Lender that is a Lender under this Agreement shall be amended to the amount set forth on Schedule I. (b) On the Effective Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, and the Loan Parties Existing Credit Agreement shall continue thereafter be of no further force and effect, except to evidence (i) the incurrence by the Parent Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), (ii) the representations and warranties made by the Parent Borrower prior to the Effective Date and (iii) any action or omission performed or required to be liable performed pursuant to each Indemnitee with respect to agreements on their part under the Existing Debt Facility Credit Agreement prior to indemnify and hold harmless such Indemnitee from and against all claimsthe Effective Date (including any failure, demandsprior to the Effective Date, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection comply with the covenants contained in the Existing Debt FacilityCredit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement (if any) existing prior to the Effective Date. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Debt FacilityCredit Agreement or evidence payment of all or any portion of such obligations and liabilities. (c) By execution of this Agreement This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all parties hereto agree that (i) each terms and conditions of the Collateral Loan Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.unless otherwise specifically amended hereby or by any other Loan Document

Amendment and Restatement. (a) The Loan PartiesOn the Restatement Effective Date, the AgentExisting Credit Agreement shall be amended, restated and the Lenders hereby superseded in its entirety. The parties hereto acknowledge and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of (a) this Agreement and the terms other Loan Documents executed and provisions delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Obligations under the Existing Debt Facility, except Credit Agreement as otherwise in effect prior to the Restatement Effective Date and (b) such Obligations are in all respects continuing with only the terms thereof being modified as provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderAgreement. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Existing Credit Agreement, the Loan Parties acknowledge and agree that any causes of action or other rights created prior to the Restatement Effective Date in favor of any Lender and its successors arising out of the representations and warranties of the Loan Parties contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans thereunder are evidenced by this Agreement as provided herein. (c) All indemnification obligations of the Loan Parties pursuant to the Existing Credit Agreement shall survive the amendment and restatement of the Existing Debt Facility by Credit Agreement pursuant to this Agreement. (d) Each Loan Party hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Reaffirmed Agreement to which it is a party, (b) agrees and acknowledges that such ratification and reaffirmation is not a condition to the continued effectiveness of such Reaffirmed Agreements, (c) agrees that neither such ratification and reaffirmation, nor the Administrative Agent’s, or any Lender’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from any Loan Parties shall continue to be liable to each Indemnitee Party with respect to agreements on their part under any subsequent modifications to the Existing Debt Facility to indemnify Reaffirmed Agreements and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (id) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references reference in any Reaffirmed Agreement to the Existing Debt Facility and the Loans and Commitments thereunder Credit Agreement shall be deemed to refer to be a reference this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and Agreement. The Reaffirmed Agreements shall remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests are hereby ratified and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementconfirmed.

Amendment and Restatement. (a) The Loan Parties, This Agreement amends and restates in its entirety the Agent, First Amended and the Lenders hereby agree that upon Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be First Amended and hereby are amended and restated in their entirety by the terms and conditions of this Restated Agreement and the terms and provisions of the Existing Debt Facilityshall, except as otherwise provided in this Agreement (including, without limitation, clause (b) of subject to this Section 14.20)14.15, shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderhereby. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility First Amended and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof under the First Amended and Restated Agreement shall continue in effect as a Purchaser Interest hereunder, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the Loan Parties amendment and restatement of the First Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to each Indemnitee the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Earlier Purchase Agreement and (B) all agreements on their the part of the Seller under the Existing Debt Facility First Amended and Restated Agreement to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which any of the Purchasers or the Agent and the Lenders may be subject arising in connection with events or conditions arising or existing prior to the Existing Debt Facility. effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) This Agreement is given as a in substitution of, for the First Amended and Restated Agreement and not as a payment of, of any of the obligations of the Loan Parties under the Existing Debt Facility Seller thereunder, and is not in no way intended to constitute a novation of the Existing Debt FacilityFirst Amended and Restated Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertaking) existing prior to the date hereof. (cd) By execution Upon the effectiveness of this Agreement, each reference to the First Amended and Restated Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement unless the context otherwise requires. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all parties hereto agree that (i) each aspects of the Collateral Documents facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the First Amended and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Restated Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect any settlements to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementbe made with respect thereto.

Amendment and Restatement. (a) The Loan PartiesIn order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrowers, the AgentAdministrative Agent and the Lenders: The Borrowers, the Administrative Agent and the Lenders hereby agree that upon that, on the effectiveness of this AgreementClosing Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 14.20)herein, shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Agreement. Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 11.24, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part Documents”), (a) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Debt Facility Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to indemnify and hold harmless such Indemnitee from and against all claimsthe extent not repaid on or before the Closing Date, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent (b) each of this Agreement and the Lenders may be subject arising Notes and any other Loan Document (as defined herein) that is amended and restated in connection with the Existing Debt Facility. This this Agreement is given as a substitution offor, and not as a payment of, the obligations indebtedness, liabilities and Existing Obligations of the Loan Parties Borrowers under the Existing Debt Facility Credit Agreement or any other Prior Loan Document and (c) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Credit Agreement or of this Agreement all any of the other Prior Loan Documents or any obligations thereunder. The parties hereto hereby agree that (i) each on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and (ii) the transactions contemplated under this Section 11.24 shall not give rise to any obligation of the Collateral Documents and Borrowers to make any payment under Section 3.04 or 3.05 of the Existing Credit Agreement (other Financing Agreements is hereby amended than with respect to obligations to make such that all references payments to any lender party to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Credit Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on who is not also a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect party to this Agreement).

Amendment and Restatement. (a) The Loan PartiesAs of the Effective Date, the AgentCommitments of certain Lenders under (and as defined in) the Existing Credit Agreement shall be terminated by the Company (such Lenders, the “Departing Lenders”). The remaining Lenders under (and as defined in) the Lenders hereby agree that upon Existing Credit Agreement shall be Banks under this Agreement with Commitments as set forth on the effectiveness signature pages hereof. By its execution and delivery of this Agreement, each Bank that was a Lender under (and as defined in) the terms Existing Credit Agreement hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of Commitments (under and as defined in the Existing Credit Agreement) occurring on the Effective Date as a result of the termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Effective Date, effective immediately following such termination and repayment, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the obligations of the Company and the other Borrowers under the Existing Credit Agreement as in effect prior to the Effective Date (except with respect to the Departing Lenders, except that the provisions of the Existing Debt Facility Credit Agreement that by their express terms survive the termination of the Existing Credit Agreement shall be continue for the Departing Lenders) and hereby (b) such obligations are in all respects continuing (as amended and restated in their entirety by hereby) with only the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except thereof being modified as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments Agreement. Without limiting the generality of the Lenders thereunder shall terminate foregoing, after giving effect to the Departing Lender Commitment terminations and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreementrepayments, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents all “Loans” outstanding under (and the other Financing Agreements is hereby amended such that all references to as defined in) the Existing Debt Facility and Credit Agreement shall on the Effective Date become Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations “Letters of Credit” under (and as defined in) the Collateral Documents are reaffirmed and remain in full force and effect Existing Credit Agreement shall on a continuous basis after giving effect to this Agreement the Effective Date become Letters of Credit hereunder and (iii) all security interests and liens granted other obligations outstanding under the Collateral Documents are reaffirmed and Existing Credit Agreement shall continue and secure on the Obligations hereunder and the Effective Date be obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan PartiesThis Agreement amends, restates and continues the AgentExisting Agreement, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement each Note and all commitments of the Lenders thereunder shall terminate Instruments, agreements, and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment documents executed in connection herewith, constitute an amendment, renewal, continuance and restatement of all Indebtedness and Obligations of the Borrower and the Guarantors evidenced by the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent Agreement and the Lenders may be subject arising Original Notes. All promissory notes, instruments, documents, and agreements entered into in connection with the Existing Debt FacilityAgreement or the Original Note shall remain in full force and effect, except to the extent expressly modified in accordance with their respective terms. This It is expressly understood and agreed by the parties hereto that this Agreement is given as a substitution ofin no way intended to constitute, and does not as constitute, a payment ofrelease, repayment, satisfaction, discharge or novation of the obligations of the Loan Parties and liabilities existing under the Existing Debt Facility Agreement or the Original Notes or a release, termination, novation or impairment of any Lien or Existing Credit Document. All Liens created pursuant to the Existing Credit Documents shall extend and is not intended apply to constitute a novation this Agreement and each Note issued hereunder and the full payment and performance of all Obligations, in each case for the benefit of the Lenders and all such Liens are hereby expressly continued, ratified and confirmed by the Borrower and the Guarantors (except to the extent such Liens have previously been expressly released or modified or are being modified by the Credit Documents). The amendment and restatement hereby of the Existing Debt Facility. (c) By execution Agreement, or the concurrent amendment and restatement of this Agreement all parties hereto agree that (i) each any other Existing Credit Document, shall not constitute a waiver of any conditions or requirements set forth herein or therein, whether or not performed, fulfilled or required to be performed or fulfilled prior to the Collateral Documents and the date hereof, nor does it constitute consent to any prior or existing default, event of default or breach of any provision hereof or of any other Financing Agreements is hereby amended such that all Existing Credit Document. All references to the Existing Debt Facility and the Loans and Commitments thereunder Agreement in any Existing Credit Document shall be deemed to refer to this Agreement. If any inconsistency exists between this Agreement and the Loans and Commitments hereunderExisting Credit Agreement, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to terms of this Agreement and (iii) all security interests and liens granted under shall prevail. Nothing contained in this Agreement or any other document or instrument executed contemporaneously herewith shall be deemed to satisfy or discharge the Collateral Documents are reaffirmed and shall continue and secure the Indebtedness or Obligations hereunder and the obligations of the Guarantors arising under this Agreement after giving effect to or any Note (this Agreementbeing an amendment and restatement only).

Amendment and Restatement. (a) The Loan PartiesObligors, the Administrative Agent, the Canadian Administrative Agent, the Issuing Banks and the Lenders hereby agree that upon the effectiveness of this AgreementA&R Closing Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise provided in this Agreement (including, without limitation, clause paragraph (b) of this Section 14.2012.18), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderAgreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility Credit Agreement by this Agreement, the Loan Parties Obligors shall continue to be liable in accordance with the terms and subject to the limitations set forth in the Existing Credit Agreement to each Indemnitee indemnitee under Section 12.04 of the Existing Credit Agreement with respect to agreements on their part under the Existing Debt Facility Credit Agreement to indemnify and hold harmless such Indemnitee indemnitee from and against all claims, demandslosses, liabilities, damagesclaims, losses, costs, charges and expenses damages to which the Agent and the Lenders such indemnitee may be subject arising in connection with the Existing Debt FacilityCredit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties Obligors under the Existing Debt Facility Credit Agreement and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (c) By execution of this Agreement all parties hereto agree that on and after the A&R Closing Date (i) each of the Collateral Documents and the other Financing Agreements relevant Basic Document is hereby amended such that all references to the Existing Debt Facility Credit Agreement and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Collateral Parent Guaranty, the Company Guaranty, the Subsidiary Guaranty and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement Agreement, subject to any applicable limitations and conditions set forth therein, and (iii) all security interests and liens granted under the Collateral Security Documents and the other Basic Documents are reaffirmed and shall continue and secure the Obligations obligations hereunder and thereunder, and the obligations of the Guarantors Obligors under this Agreement the Parent Guaranty, the Company Guaranty, the Subsidiary Guaranty and the other Basic Documents after giving effect to this AgreementAgreement and the Parent Guaranty, the Company Guaranty and the Subsidiary Guaranty are reaffirmed subject to any applicable limitations and conditions set forth therein. After giving effect to this Agreement and the transactions contemplated hereby, neither the modification of the Existing Credit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to the Basic Documents, and such Liens continue unimpaired with the same priority to secure repayment of all obligations purported to be secured thereby, whether heretofore or hereafter incurred, or (ii) requires that any new filings be made or other actions taken to perfect or to maintain the perfection of such Lien.

Amendment and Restatement. (a) The Loan PartiesOn the Closing Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Agreement shall thereafter be of no further force and effect, except that the Grantors, the Administrative Agent and the Secured Parties agree that (i) Liens created under the Existing Agreement shall continue to exist under and be evidenced by this Agreement, (ii) the Existing Agreement shall continue to evidence the representations and warranties made by the Grantors prior to the Closing Date, (iii) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations, and (iv) the Existing Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Agreement. (b) The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Secured Parties’ rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part Obligations incurred under the Existing Debt Facility to indemnify Credit Agreement as amended and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which restated by the Agent Credit Agreement and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations Letters of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityCredit issued thereunder. (c) By execution of this Agreement all parties hereto agree that On and after the Closing Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility Agreement (or to any amendment or any amendment and restatement thereof) in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Agreement, as amended and the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any section (or subsection) of the Collateral Existing Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Agreement, as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless specifically amended hereby or by any other Loan Document.

Amendment and Restatement. (a) The Loan PartiesBorrower, the Agent, Banks and the Lenders hereby Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the “Borrower Obligations” under and as defined in the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of each Bank that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the date hereof shall continue as Loans and Letters of Credit under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Borrower Obligations” under the Existing Credit Agreement with any Bank or any affiliate of any Bank which are outstanding on the date hereof shall continue as Borrower Obligations under this Agreement and the other Loan Documents, (d) any “Revolving Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Revolving Note (if any) issued to such Bank under this Agreement, (e) each Departing Bank’s “Commitment” under the Existing Credit Agreement shall be terminated and “Borrower Obligations” owing to it under and in connection with the Existing Credit Agreement shall be repaid by the Borrower, and each Departing Bank shall not be a Bank hereunder, and (f) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Borrower Obligations in respect of Loans, interest and fees due and payable to a Bank hereunder reflect such Bank’s pro rata share on the date hereof, and the Borrower hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the sale and assignment of any LIBOR Advance (as such term is defined in the Existing Credit Agreement) on the terms and provisions of in the Existing Debt Facility, except as otherwise provided manner set forth herein. Notwithstanding anything in this Agreement (includingor any other Loan Document to the contrary, without limitation, clause (b) interest on all LIBOR Advances outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement shall continue to accrue and be paid based upon the LIBOR Rate (Reserve Adjusted) applicable pursuant to the terms of (and as defined in) the Existing Credit Agreement immediately prior to date of this Agreement solely until the expiration of the current Interest Period (as defined in the Existing Credit Agreement immediately prior to effectiveness of this Agreement) applicable thereto (at which time such LIBOR Advances may be reborrowed as or converted to Base Rate Advances or Term SOFR Advances in accordance with this Section 14.202.4); provided, however, that from and after the effective date of this Agreement, the Applicable Margin to be applied to any such LIBOR Advances shall be superseded by based on the Applicable Margin for Term SOFR Advances under this Agreement Agreement. For the avoidance of doubt, such Applicable Margin for Term SOFR Advances does not include SOFR Adjustment applicable to such Term SOFR Advances. Each Bank hereby confirms the Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and all commitments of restatements of, or other modifications to, the Lenders thereunder other existing Loan Documents as the Agent shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding approve in its sole discretion, in connection with the amendment and restatement of the Existing Debt Facility by this AgreementCredit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Banks (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties shall continue to be liable to each Indemnitee and other changes that are otherwise permitted by the Agent’s authority under or with respect to agreements on their part under such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation provisions of the Existing Debt FacilityCredit Agreement). (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (ai) The Loan PartiesOn the Closing Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrowers of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date), (ii) the representations and warranties made by the Credit Parties prior to the Closing Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such Existing Credit Agreement). (ii) The terms and conditions of this Agreement and the terms rights and provisions remedies of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with under this Agreement and the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations Other Documents shall apply to all of the Loan Parties Obligations incurred under the Existing Debt Facility Credit Agreement. (iii) The Credit Parties hereby reaffirm the Liens granted pursuant to the Existing Credit Agreement and is not intended the Other Documents (as defined in the Existing Credit Agreement) and existing immediately prior to constitute a novation the Closing Date to the Agent for the benefit of the Secured Parties, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Obligations. After giving effect to this Agreement and the transactions contemplated hereby, neither the modification of the Existing Debt FacilityCredit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to this Agreement or any Other Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. The Parent Guarantor hereby reaffirms its obligations under the Guaranty, which shall remain in full force and effect. (civ) By execution of this Agreement all parties hereto agree that On and after the Closing Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Other Documents (other than this Agreement) shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under references to any section (or subsection) of the Collateral Existing Credit Agreement in any Other Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. (v) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Other Document, all terms and conditions of the Other Documents are reaffirmed and remain in full force and effect unless otherwise specifically amended hereby or by any other Other Document. (vi) For the avoidance of doubt, unless otherwise specified in this Agreement, all “baskets” set forth in this Agreement shall be calculated from the Closing Date. (vii) The Advances outstanding under the Existing Credit Agreement on a continuous basis the Closing Date shall be deemed borrowed hereunder, and the Lenders shall fund such portion of the Advances or receive prepayment of such Advances as directed by the Agent such that after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations thereto each Lender has made its Commitment Percentage of the Guarantors under this Agreement after giving effect to this AgreementAdvances outstanding on the Closing Date.

Amendment and Restatement. (a) The Loan Parties, It is the Agent, and the Lenders hereby agree that upon the effectiveness intention of this Agreement, the terms and provisions each of the Existing Debt Facility shall parties hereto that the Original Credit Agreement be and hereby are amended and restated in their entirety so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the terms Collateral Documents and conditions of that this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and does not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. obligations and liabilities existing under the Original Credit Agreement provided that all Loans (c) By execution other than Original Term Loans which are not being converted into Tranche C Term Loans), Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are Original Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C Term Loans pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Effective Date). Upon the effectiveness of this Agreement all in accordance with Section 3.1, each Loan Document that was in effect immediately prior to the Effective Date shall continue to be effective, unless the context requires otherwise . The parties hereto further acknowledge and agree that (i) this Agreement constitutes an amendment of the Original Credit Agreement made under and in accordance with the terms of Section 10.5 of the Original Credit Agreement. In addition, unless specifically amended hereby, each of the Collateral Documents Credit Documents, the Exhibits and Schedules to the other Financing Agreements is hereby amended such that Original Credit Agreement shall continue in full force and effect and that, from and after the Effective Date, all references to the Existing Debt Facility and the Loans and Commitments thereunder “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be deemed to refer to the Tranche C Term Loans. It is further agreed and Commitments hereunderunderstood that (i) each Continuing Lender shall have become a party hereto by its execution of a Lender Consent Letter, (ii) all obligations under each Lender with a Revolving Exposure on the Collateral Documents are reaffirmed and remain in full force and effect on Effective Date is deemed to be a continuous basis after giving effect to this Agreement party hereto without any further action required of such Lender and (iii) each Agent (other than the Administrative Agent and Collateral Agent) is deemed to be a party hereto without any further action required of such Agent. (i) Each Lender that executes and delivers a signed Lender Consent Letter will be deemed to have agreed to have committed pursuant to, and subject to the terms and conditions of, this Agreement to convert its Original Term Loans into Tranche C Term Loans on the Effective Date in a like principal amount. By executing the Lender Consent Letter, each Lender agrees to all security interests other provisions of this amendment and liens granted under restatement and to the Collateral Documents are reaffirmed and shall continue and secure conversion of its Original Term Loan to the Obligations hereunder Company into a Tranche C Term Loan to the Company and the obligations Company will be liable for such Tranche C Term Loans. (ii) Any Person that has agreed, pursuant to a Lender Consent Letter, to provide a Tranche C Term Commitment in a principal amount in excess of the Guarantors principal amount of the Original Term Loans that it holds and is converting into Tranche C Term Loans under this Agreement after giving effect Section 10.24(b)(i) will be required to this Agreementfund in Dollars in immediately available funds on the Effective Date such amount pursuant to Section 2.1(a). By executing a Lender Consent Letter, each Person providing a Tranche C Term Commitment shall be deemed to have become a Lender (if not already so deemed) for all purposes hereof.

Amendment and Restatement. (a) The Loan Parties, This Agreement shall become effective on the Agent, Restatement Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Debt Facility Original Agreement as of such date. From and after the Restatement Date (a)(i) the commitments of those Lenders under the Original Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule I hereto and hereby (ii) the commitments of those “Lenders” under the Original Agreement that are amended not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and restated cease to have any further force or effect without further action by any Person, (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in their entirety by full (together with all interest accrued thereon and amounts payable pursuant to Section 2.12 of the terms Original Agreement in connection with such payment, and conditions all fees accrued under the Original Agreement through the Restatement Date) on the Restatement Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 2.12 of the Original Agreement as if the outstanding Loans had been prepaid on the Restatement Date), (c) all outstanding “Loans” of the Continuing Lenders, (d) all references made to the Original Agreement in any Facility Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement and (e) all references made to the terms “Borrower” in any Facility Document or in any other instrument or document shall, without further action, be deemed to refer to the Borrower hereunder. The Lenders (other than any Non-Continuing Lenders) each agree to make such purchases and provisions sales of interests in the Existing Debt FacilityLoans and L/C Obligations outstanding on the Restatement Date between themselves so that each Lender Group (other than any Non-Continuing Lenders) is then holding its relevant Lender Group Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations based on their respective Commitments of all Committed Lenders in such Lender Group as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, except if any, as otherwise provided the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, clause (bparticipations in respect of all Letters of Credit ) to be made in accordance with the respective Commitments of this Section 14.20), shall be superseded by the Committed Lenders in such Lender Group from time to time party to this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facilityas provided herein. This Agreement is given as a substitution of, amends and not as a payment of, restates the obligations of the Loan Parties under the Existing Debt Facility Original Agreement and is not intended to constitute be or operate as a novation or an accord and satisfaction of the Existing Debt Facility. (c) By Original Agreement or the indebtedness, obligations and liabilities of the Loan Parties evidenced or provided for thereunder. Without limiting the generality of the foregoing, each party hereto agrees that notwithstanding the execution and delivery of this Agreement all parties hereto agree that (i) each of Agreement, the Collateral Documents and the other Financing Agreements is hereby amended such that all references Liens previously granted to the Existing Debt Administrative Agent pursuant to the Facility and the Loans and Commitments thereunder Documents shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect and that any rights and remedies of the Administrative Agent thereunder and obligations of the parties thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby (except as expressly amended by the Facility Documents) and shall secure all of the Borrower’s indebtedness, obligations and liabilities to the Administrative Agent and the Lenders under the Original Agreement as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and (iii) all security interests and liens granted under agree that the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder “Loan Agreement” and the obligations of “Loan and Servicing Agreement” referred to in the Guarantors under this Agreement other Facility Documents shall from and after giving effect the Restatement Date be deemed references to this Agreement.. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

Amendment and Restatement. (a) The Loan PartiesOn the Closing Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Existing Lenders that are Lenders hereunder hereby waive any breakage costs incurred on the Closing Date under Section 3.05 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Closing Date, (iv) except as expressly stated herein or otherwise amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms Administrative Agent’s, the Lenders’ and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by L/C Issuer’s rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part Indebtedness incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent Credit Agreement and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations Letters of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityCredit issued thereunder. (c) By execution of this Agreement all parties hereto agree that On and after the Closing Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans restated hereby (as it may be further amended, modified or restated) and Commitments hereunder, (ii) all obligations under references to any section (or subsection) of the Collateral Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. (d) Except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless specifically amended hereby or by any other Loan Document.

Amendment and Restatement. (a) The Loan Parties, This Agreement amends and restates in its entirety the Agent, Second Amended and the Lenders hereby agree that upon Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be Second Amended and hereby are amended and restated in their entirety by the terms and conditions of this Restated Agreement and the terms and provisions of the Existing Debt Facilityshall, except as otherwise provided in this Agreement (including, without limitation, clause (b) of subject to this Section 14.20)14.15, shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderhereby. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility Second Amended and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof under the Second Amended and Restated Agreement shall continue in effect as a Purchaser Interest hereunder, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the Loan Parties amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to each Indemnitee the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated Agreement and (B) all agreements on their the part of the Seller under the Existing Debt Facility Second Amended and Restated Agreement to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which any of the Purchasers or the Agent and the Lenders may be subject arising in connection with events or conditions arising or existing prior to the Existing Debt Facility. effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) This Agreement is given as a in substitution of, for the Second Amended and Restated Agreement and not as a payment of, of any of the obligations of the Loan Parties under the Existing Debt Facility Seller thereunder, and is not in no way intended to constitute a novation of the Existing Debt FacilitySecond Amended and Restated Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertaking) existing prior to the date hereof. (cd) By execution Upon the effectiveness of this Agreement, each reference to the Second Amended and Restated Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement unless the context otherwise requires. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all parties hereto agree that (i) each aspects of the Collateral Documents facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Restated Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect any settlements to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementbe made with respect thereto.

Amendment and Restatement. (a) The Loan PartiesEach of the Borrower, Manager, Servicer, Seller, Lenders, Agent, Paying Agent and Custodian acknowledge and agree that, upon the satisfaction of the conditions in Section 3.1, on the Restatement Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Original Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Original Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Original Obligations under the Original Credit Agreement (whether or not such obligations are contingent as of the Restatement Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Date and (iii) any action or omission performed or required to be performed pursuant to such Original Credit Agreement prior to the Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in such Original Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Potential Default” or “Event of Default” under and as defined in the Original Credit Agreement prior to the Restatement Date. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Obligations” under the Transaction Documents and that all “Obligations” of the Borrower hereunder shall continue to be secured by Liens evidenced under the Security Agreement, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the terms Agent’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lenders’ rights and remedies under this Agreement and the other Transaction Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by obligations incurred under the Commitments hereunder. (b) Notwithstanding the Original Credit Agreement. This amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given limited as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility written and is not intended a consent to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Collateral Transaction Documents shall continue in full force and effect and, from and after the other Financing Agreements is hereby amended such that Restatement Date, all references to the Existing Debt Facility and the Loans and Commitments thereunder “Credit Agreement” contained therein shall be deemed to refer to this Agreement Agreement. Additionally, in connection with the foregoing, the Agent consents to (i) the amendment and restatement of the Loans Original Parent Guaranty and Commitments hereunder, (ii) all the amendment and restatement of (a) the first amended and restated limited liability company agreement of the Borrower (as in effect on the date hereof) and (b) the second amended and restated limited liability company agreement of the Seller (as in effect on the date hereof), in each case in form and substantive acceptable to the Agent. Notwithstanding anything contained herein to the contrary, the Original Parent Guaranty (as amended and restated on the date hereof) and the obligations under the Collateral Documents are reaffirmed and contained therein shall remain in full force effect (as amended and effect on a continuous basis after giving effect to this Agreement and (iiirestated) all security interests and liens granted under as of the Collateral Documents are reaffirmed Restatement Date and shall continue and secure survive the Obligations hereunder and the obligations termination of the Guarantors under this Agreement after giving Transaction Documents in effect immediately prior to the effectiveness of this Agreement. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.

Amendment and Restatement. It is the intention of each of the parties hereto that (a) The Loan Parties, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall Credit Agreement be and hereby are amended and restated in their its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall be secured by the terms liens and conditions of security interests evidenced under the Loan Documents and (c) that this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the terms and provisions Existing Credit Agreement (or serve to terminate Section 10.3 of the Existing Debt Facility, except Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as otherwise provided defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnitee (as defined in the Existing Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the constitutes an amendment and restatement of the Existing Debt Facility by this Credit Agreement made under and in accordance with the terms of Section 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in connection herewith, each of the Loan Parties Documents shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify in full force and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facilityeffect. This Agreement is given as a substitution ofrestates and replaces, and not as a payment ofin its entirety, the obligations Existing Credit Agreement; from and after the Closing Date, any reference in any of the other Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder “Credit Agreement” or any like term shall be deemed to refer to this Agreement and Agreement. Each Lender with a Revolving Commitment on the Loans and Commitments hereunder, (ii) all obligations Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Existing Credit Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementif any).

Amendment and Restatement. (a) The Loan Partiesparties hereto agree that, at such time as this Agreement shall have become effective pursuant to the Agentterms of Section 5.01, (a) the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Agreement and the Lenders hereby agree that upon the effectiveness of this AgreementCommitments, the terms Loans and provisions of other Obligations under the Existing Debt Facility Credit Agreement and as defined therein automatically shall be and hereby are amended and restated in their entirety entireties by the terms Commitments, Loans and conditions of this Obligations hereunder and (b) each Mortgage executed prior to the Closing Date as security for the Existing Credit Agreement and the terms and provisions of the Existing Debt FacilityObligations described therein (in each case, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless any such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising Mortgage is being amended in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (cthis Agreement) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments Liens created thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on as security for this Agreement and the Obligations described herein and are hereby reaffirmed (as so amended), and all references to the Existing Credit Agreement in each such Mortgage (if not being amended in connection with this Agreement) shall be deemed to refer without further amendment to this Agreement. This Agreement is not a continuous basis novation of the Existing Credit Agreement or the credit facilities, indebtedness and other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement and the credit facilities provided thereunder, without novation or interruption. (b) At such time as this Agreement shall have become effective pursuant to the terms of Section 5.01, (i) the risk participations of the Lenders hereunder in each outstanding Letter of Credit (including the Existing Letters of Credit) and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan, and (ii) each Lender that is providing a new or increased Revolving Commitment in connection with this Amendment shall make Revolving Loans the proceeds of which shall be applied by the Administrative Agent to prepay outstanding Revolving Loans of the other Lenders in an amount necessary such that after giving effect to such Borrowing and prepayment each Lender will hold its Applicable Percentage of the Outstanding Amount of all Revolving Loans. Each Eurodollar Rate Loan outstanding as a “LIBOR Loan” under the Existing Credit Agreement immediately prior to giving effect to this Agreement shall maintain the same Interest Period applicable to such Eurodollar Rate Loan immediately prior to giving effect to this Agreement and shall be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the terms of this Agreement. Revolving Loans made by Lenders providing new or increased Revolving Commitments pursuant to clause (iiiii) all security interests above to prepay existing Loans shall have Interest Periods that expire concurrently with the expiration of the Interest Periods that were applicable to the existing Loans so prepaid at the time of prepayment, and liens granted shall be subject to conversion and/or continuation upon expiration of such Interest Periods in accordance with the terms of this Agreement. (c) The Borrowers have delivered to the Administrative Agent true, correct and complete copies of the Coltec Subordinated Note, the Stemco Subordinated Note, the Coltec Subordination Agreement, the Stemco Subordination Agreement, the CIP/GGB Pledge Agreement, the Stemco Pledge Agreement, the Coltec/Stemco Subordinated Guaranty and each other document, agreement or instrument existing on the Closing Date that evidences, governs or secures any of the Indebtedness under the Collateral Coltec Subordinated Note or the Stemco Subordinated Note (collectively, the “Intercompany Subordinated Debt Documents”). The Loan Parties certify to the Administrative Agent and the other holders of the Obligations that each of the Intercompany Subordinated Debt Documents are reaffirmed is in full force and effect on the Closing Date and no party thereto has assigned any of its rights or obligations under any of the Intercompany Subordinated Debt Documents to any other Person. Each party to the Coltec Subordination Agreement and/or the Stemco Subordination Agreement that is also party to this Agreement hereby reaffirms each such Subordination Agreement and confirms and certifies that each such Subordination Agreement remains effective, notwithstanding the execution, delivery and performance of this Agreement and the other Loan Documents, to subordinate the Indebtedness evidenced by the Coltec Subordinated Note and the Stemco Subordinated Note to the Obligations, on the terms more particularly set forth in such Subordination Agreements. (d) From and after the Closing Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person will be deemed to be a party to this Agreement and a “Lender” for all purposes of this Agreement and shall continue and secure the Obligations hereunder and have all of the obligations of a Lender hereunder as if it had executed the Guarantors under this Agreement after giving effect to this Existing Credit Agreement.

Amendment and Restatement. (a) The Loan PartiesOn the Effective Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), (ii) the representations and warranties made by the Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms ABL Administrative Agent’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate “Obligations” incurred under and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of as defined in the Existing Debt Facility by this Credit Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that On and after the Effective Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any Article, Section or sub-clause of the Collateral Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Effective Date, 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. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless otherwise specifically amended hereby or any other Loan Document.

Amendment and Restatement. (a) The Loan PartiesOn the Restatement Effective Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement) . The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portions of such obligations and liabilities (except as set forth herein with respect to Exiting Lenders). (b) The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lender’s rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part obligations incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (c) By execution of this Agreement all parties hereto agree that On and after the Restatement Effective Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any Article, Section or sub-clause of the Collateral Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement. (a) The Loan PartiesOn the Closing Date, the commitments, loans, rights and obligations and the liens and security interests under the Existing Credit Agreement shall be assigned to the Lenders and the Administrative Agent, as applicable, pursuant to the Master Assignment and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the “Indebtedness” incurred by the Borrower under and as defined in the Existing Credit Agreement (whether or not such Indebtedness is contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Credit Documents, (ii) the Lenders under the Existing Credit Agreement hereby waive the reimbursement of any breakage costs incurred on the Closing Date under Section 2.17 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Closing Date, (iv) except as expressly stated herein or amended, amended and restated or otherwise modified, the other Credit Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Indebtedness, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms Administrative Agent’s, the Lenders’, the Swingline Lender’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Issuing Lender’s rights and remedies under this Agreement and the other Credit Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part Indebtedness incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent Credit Agreement and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations Letters of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityCredit issued thereunder. (c) By execution of this Agreement all parties hereto agree that On and after the Closing Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loans and Commitments thereunder Credit Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans and Commitments hereunderrestated hereby (as it may be further amended, modified or restated), (ii) all obligations under references to any section (or subsection) of the Collateral Existing Credit Agreement in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated). (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of the Credit Documents are reaffirmed and remain in full force and effect on a continuous basis unless specifically amended hereby or by any other Credit Document. (e) The “Lenders” party to the Existing Credit Agreement and any Lenders not party to the Existing Credit Agreement have agreed among themselves, if applicable, effective as of the Closing Date, to reallocate the respective Commitments (as defined in the Existing Credit Agreement) and corresponding outstanding Loans of such “Lenders” under the Existing Credit Agreement to be the Commitments and corresponding outstanding Loans hereunder as contemplated by Schedule 1.1 to this Agreement. On the Closing Date and after giving effect to such reallocation and adjustment of the Commitments, the Commitments of each Lender shall be as set forth on Schedule 1.1 hereto and each Lender shall own its Revolving Commitment Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments of each Lender as contemplated by this Agreement Section 9.25 shall be deemed to have been consummated pursuant to the terms of the Assignment and (iiiAssumption attached as Exhibit 1.1(a) all security interests hereto as if each of the Lenders had executed an Assignment and liens granted under the Collateral Documents are reaffirmed Assumption with respect to such reallocation and shall continue and secure the Obligations hereunder adjustment. The Borrower and the obligations Administrative Agent hereby consent to such reallocation and adjustment of the Guarantors under Commitments. The Administrative Agent hereby waives the processing and recordation fee set forth in Section 9.6 with respect to the assignments and reallocations of the Commitments contemplated by this Agreement after giving effect to this AgreementSection 9.25.

Amendment and Restatement. (a) The Loan PartiesOn the Restatement Date, the AgentExisting Credit Agreement shall be amended, restated and the Lenders superseded in its entirety. Borrower and each Subsidiary Guarantor hereby confirm and agree that upon all Obligations outstanding under the effectiveness of this AgreementExisting Credit Agreement immediately prior to the amendment and restatement thereof as contemplated hereby (such Obligations, the terms “Existing Credit Agreement Obligations”) shall, unless and provisions until paid (including those repayments as of the date hereof), continue to remain outstanding under this Agreement and shall not constitute new Obligations incurred by Borrower on or after the Restatement Date. Borrower and each Subsidiary Guarantor hereby confirm that all Existing Debt Facility shall be Credit Agreement Obligations are due and hereby are amended owing without offset, defense, counterclaim or recoupment of any kind or nature. The parties hereto acknowledge and restated in their entirety by the terms and conditions of agree that this Agreement and the terms other Restatement Documents, whether executed and provisions delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the Existing Debt Facility, except as otherwise provided in this Credit Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderObligations. (b) Notwithstanding On the Amendment Date, the First A&R Credit Agreement shall be amended, restated and superseded in its entirety. Borrower and each Subsidiary Guarantor hereby confirm and agree that all Obligations outstanding under the First A&R Credit Agreement immediately prior to the amendment and restatement of the Existing Debt Facility by this Agreementthereof as contemplated hereby (such Obligations, the Loan Parties “Existing A&R Credit Agreement Obligations”) shall continue to be liable to each Indemnitee with respect to agreements on their part remain outstanding under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement and shall not constitute new Obligations incurred by Borrower on or after the Amendment Date. Borrower and each Subsidiary Guarantor hereby confirm that all Existing A&R Credit Agreement Obligations are due and owing without offset, defense, counterclaim or recoupment of any kind or nature. The parties hereto acknowledge and agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans other documents, whether executed and Commitments hereunderdelivered in connection herewith or otherwise, (ii) all obligations under the Collateral Documents are reaffirmed do not constitute a novation, payment and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations reborrowing, or termination of the Guarantors under this Existing A&R Credit Agreement after giving effect to this Agreement.Obligations

Amendment and Restatement. (a) The Loan PartiesOn the Closing Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that Borrower, General Partner, Holdings, the Agent and the Lenders agree that (i) the incurrence by Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by Borrower, General Partner and Holdings prior to the Closing Date, (iii) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations, and (iv) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms Agent’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part Indebtedness incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (c) By execution of this Agreement all parties hereto agree that On and after the Closing Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans restated hereby (as it may be further amended, modified, supplemented or amended and Commitments hereunderrestated), (ii) all obligations under references in any Loan Document (other than this Agreement) to any section (or subsection) of the Collateral Existing Credit Agreement shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated). (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless specifically amended hereby or by any other Loan Document.

Amendment and Restatement. (a) The Loan PartiesOn the Restatement Effective Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). Except solely to the extent set forth in Section 9.18, the amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the Secured Obligations under the Loan Documents and that all Secured Obligations of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by obligations incurred under the Commitments hereunder. (b) Notwithstanding the Existing Credit Agreement. This amendment and restatement of the Existing Debt Facility is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by this Agreementany other Loan Document, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under Documents shall continue in full force and effect and, from and after the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that Restatement Effective Date, all references to the Existing Debt Facility and the Loans and Commitments thereunder “Credit Agreement” contained therein shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan Parties, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding In connection with the amendment and restatement of the Existing Debt Facility by this AgreementCredit Agreement pursuant hereto, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claimsBorrower, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.15 hereof or Section 2.15 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be subject necessary to effect the foregoing. The parties hereto acknowledge and agree that (a) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Debt FacilityCredit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. This Agreement is given as a substitution of, and not as a payment of, the All indemnification obligations of the Loan Parties Borrower arising under the Existing Debt Facility and is not intended to constitute Credit Agreement (including any arising from a novation breach of the representations thereunder) shall survive to the extent provided in the Existing Debt Facility. (c) By execution of this Credit Agreement all parties hereto agree that (i) each prior to the termination thereof. In addition, as of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to Effective Date, each Letter of Credit outstanding under the Existing Debt Facility and the Loans and Commitments thereunder Credit Agreement shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations have been issued under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan Parties8.17.1 On the Effective Date, the AgentAmended and Restated Pledge and Security Agreement, dated as of August 1, 2017, among Borrower, Parent and certain subsidiaries of Parent as Debtors thereunder and the Lenders hereby agree that upon Administrative Agent (as in effect immediately before the effectiveness of this Agreementhereof, the terms and provisions of the “Existing Debt Facility Agreement”) shall be and hereby are amended and restated in their its entirety by the terms and conditions of this Agreement Security Agreement, and the terms Existing Agreement shall thereafter be of no further force and provisions of effect, except that Debtors, the Collateral Agent and the Priority Lien Secured Parties agree that (i) Liens created under the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to exist under and be liable to each Indemnitee with respect to agreements on their part under evidenced by this Security Agreement and (ii) the Existing Debt Facility Agreement shall continue to indemnify evidence the representations and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses warranties made by Debtors prior to which the Agent and the Lenders may be subject arising in connection with the Existing Debt FacilityEffective Date. This Security Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Debt FacilityAgreement. (c) By execution 8.17.2 The terms and conditions of this Security Agreement and the Collateral Agent’s and the Priority Lien Secured Parties’ rights and remedies under this Security Agreement and the other Priority Lien Documents shall apply to all parties hereto agree that of the Obligations incurred under the Existing Credit Agreement as amended and restated by the Credit Agreement and the Letters of Credit issued thereunder. 8.17.3 On and after the Effective Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility Agreement (or to any amendment or any amendment and restatement thereof) in the Loans and Commitments thereunder Priority Lien Documents (other than this Security Agreement) shall be deemed to refer to this Agreement the Existing Agreement, as amended and the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any section (or subsection) of the Collateral Existing Agreement or in any Priority Lien Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Security Agreement and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Security Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Agreement, as amended and restated hereby. 8.17.4 This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Priority Lien Document, all terms and conditions of the Priority Lien Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless specifically amended hereby or by any other Priority Lien Document.

Amendment and Restatement. Subject to the satisfaction or waiver of each condition precedent contained in Section 4, the Original Agreement shall be amended and restated as of the Closing Date in its entirety in the form of this Agreement. It is the intention of each Principal Company, the Lenders and the Agent that this Agreement supersede and replace the Original Agreement in its entirety; provided, however, that (a) The Loan Partiessuch amendment and restatement shall operate to renew, amend, restate and modify the Agent, rights and obligations of the Lenders hereby agree that upon parties under the effectiveness of this Original Agreement, the terms and provisions of the Existing Debt Facility as applicable, as provided herein, but shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facilitynot effect a novation, except as otherwise provided in this Agreement (includingrefinancing, without limitationdischarge, clause extinguishment or refunding thereof, (b) unless otherwise provided for herein and evidenced by a separate written agreement, amendment or release, no other Loan Document, as defined in and as executed and/or delivered pursuant to the terms of this Section 14.20), the Original Agreement shall be superseded amended, modified, terminated or released in any respect, and all of such other Loan Documents shall remain in full force and effect, except that the Principal Companies, the Lenders and the Agent agree that by executing this Agreement it is confirmed and agreed that the definition of “Credit Agreement” contained in each such Loan Document (or any other defined term referring to the Original Agreement in any Loan Document) shall from and after the Closing Date mean this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. future amendments hereto, (bc) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation release, waiver, or discharge of any of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of rights or remedies set forth in the Collateral Loan Documents and the other Financing Agreements is hereby amended such that all references or, prior to the Existing Debt Facility and Closing, the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunderOriginal Agreement, (iid) all obligations Obligations under the Collateral Loan Documents are reaffirmed (including principal amounts outstanding, accrued unpaid interest and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the fees, any outstanding obligations of the Guarantors Company or any other Loan Party with respect to indemnification or expenses, and all obligations of the Grantors with respect to guarantees of such Obligations) shall be carried forward, preserved, ratified and confirmed as Obligations under this Agreement Agreement, and (e) the Liens securing the Indebtedness and other Obligations under the existing Loan Documents and granted pursuant to such existing Loan Documents shall not be extinguished, but shall be carried forward, and such Liens shall secure all Indebtedness hereunder and other Obligations as renewed, amended, restated and modified hereby, whether created or existing before or after giving effect to this Agreementthe Closing Date.

Amendment and Restatement. (a) The This Agreement is an amendment and restatement of the Original Credit Agreement and is not a novation of the Original Credit Agreement. This Agreement reflects amendments to the Original Credit Agreement that have been agreed upon by the parties thereto and has been restated solely for the purposes of incorporating such amendments in a consolidated format. (b) All references to the “Credit Agreement” or similar references to the Original Credit Agreement in any of the other Loan Parties, the Agent, Documents shall mean and the Lenders hereby agree that upon the effectiveness of be a reference to this Agreement, as it may be further amended, supplemented, restated or replaced from time to time, without any requirement to amend such Loan Documents. (c) All Obligations (as defined in the Original Credit Agreement) under the Original Credit Agreement shall be continuing with only the terms thereof being modified as provided in this Agreement, and provisions this Agreement shall not evidence or result in a novation or an accord and satisfaction of such Obligations. Specifically, all “Loans” outstanding under the Original Credit Agreement as at the Effective Date, together with all Accrued 1106 Obligations and all Accrued VRT Obligations (each of which shall be capitalized as of the Effective Date and form part of the aggregate principal amount outstanding hereunder) (collectively, the “Pre-Existing Debt Facility Borrowings”) will be deemed to be Loans outstanding under this Agreement as of the Effective Date, shall comprise the Outstanding Amount as of the Effective Date and will be and hereby are amended and restated in their entirety by subject to the terms and conditions of this Agreement Agreement. Interest and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee fee pricing with respect to agreements on their part under Pre-Existing Borrowings for any period prior to the Effective Date shall be as set out in the Original Credit Agreement. Interest and fee pricing with respect to Pre-Existing Debt Facility to indemnify and hold harmless such Indemnitee Borrowings from and against all claimsafter the Effective Date shall be as set out in this Agreement. Each Loan Party hereby acknowledges, demandsratifies, liabilitiesand confirms that as of the Effective Date, damagesthe aggregate principal balance of the Pre-Existing Borrowings, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with allocation thereof between the Existing Debt Facility. This Agreement Lenders, is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facilityset forth on Schedule 1.7(c) hereto. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan PartiesThis Agreement and the other Credit Documents amend and restate the Existing Credit Agreement and the “Credit Documents” (as defined in the Existing Credit Agreement). All rights, benefits, indebtedness, interests, liabilities and obligations of the parties to the Existing Credit Agreement and the agreements, documents and instruments executed and delivered in connection with the Existing Credit Agreement (collectively, the Agent“Existing Credit Documents”) are hereby renewed, amended, restated and the Lenders hereby agree that upon the effectiveness of this Agreement, superseded in their entirety according to the terms and provisions set forth herein and in the other Credit Documents (except to the extent otherwise set forth in the Credit Documents). This Agreement does not constitute, nor shall it result in, a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing Credit Documents or any indebtedness, liabilities or obligations of the Existing Debt Facility shall Credit Parties thereunder, all of which are renewed and continued and are hereafter payable and to be and hereby are amended and restated performed in their entirety by the terms and conditions of accordance with this Agreement and the terms and provisions other Credit Documents (except to the extent otherwise set forth in the Credit Documents). Neither this Agreement nor any other Credit Document extinguishes any Loans, Letters of Credit or other indebtedness or liabilities outstanding in connection with the Existing Debt FacilityCredit Documents, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereundernor do they constitute a novation with respect thereto. (b) Notwithstanding the amendment All security interests, pledges, assignments and restatement of the Existing Debt Facility other Liens and Guaranties previously granted by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references any Credit Party pursuant to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Credit Documents are reaffirmed hereby renewed and continued (except to the extent otherwise set forth in the Credit Documents), and all such security interests, pledges, assignments and other Liens and Guaranties shall remain in full force and effect on a continuous basis after giving effect as security for the Obligations in the manner set forth in the Credit Documents. Notwithstanding the terms of any European Security Agreement or the order in which any European Security Agreement is executed, dated or registered, or notice of which is given to any Person, the ranking and priority of the Secured Parties shall be governed by this Agreement and the U.S. Security Agreement. (iiic) all security interests Amounts in respect of interest, fees and liens granted under other amounts payable to or for the Collateral Documents are reaffirmed and shall continue and secure account of the Obligations hereunder Administrative Agent, the Issuing Lenders and the obligations Lenders shall be calculated (i) in accordance with the provisions of the Guarantors under Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Closing Date, and (ii) in accordance with the provisions of this Agreement with respect to any period (or a portion of any period) commencing on or after giving effect to this Agreementthe Closing Date.

Amendment and Restatement. (a) The Loan Parties, Each of the Agent, and Consenting Existing Lenders that are Term Lenders (the “Consenting Existing Term Lenders”) has received that certain election memorandum provided to the Lenders hereby agree that upon by the effectiveness of this AgreementAdministrative Agent on March 14, 2018 (the terms and provisions of the Existing Debt Facility shall be “Election Memorandum”) and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding consents to the amendment and restatement of the Existing Debt Facility Second Amended and Restated Credit Agreement in its entirety by this Agreement on the Third Restatement Date. Each Consenting Existing Lender that is a Revolving Credit Lender (the “Consenting Existing Revolving Lender”) hereby consents to the amendment and restatement of the Second Amended and Restated Credit Agreement, . (b) Each Consenting Existing Term Lender that executes and delivers a consent to Second Amended and Restated Credit Agreement substantially in the Loan Parties form of the signature page attached to the Election Memorandum will be deemed to have consented to the matters set forth in this Agreement and shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution ofautomatically, and not without any notice to any person or any requirement of consent of any person or any further action on the part of such Consenting Existing Term Lender, have their Existing Term Loans prepaid in their entirety. Each such Consenting Existing Term Lender shall, on the Third Restatement Date (immediately after providing such consent), be paid by the Specified Refinancing Term Lenders an amount equal to the outstanding principal amount of their Existing Term Loans so prepaid, including all accrued interest owed as a payment of, the obligations of the Loan Parties under Third Restatement Date (except for Consenting Existing Term Lenders that elect the Existing Debt Facility and is not intended to constitute a novation “Cashless Settlement Option” as described in the Election Memorandum, who shall only be paid all accrued interest owed as of the Third Restatement Date and not the principal amount of their Existing Debt FacilityTerm Loans). Each Specified Refinancing Term Lender hereby agree to make Term Loans pursuant to Section 2.01 of this Agreement. (c) By execution Each Consenting Existing Revolving Lender that executes this Agreement will be deemed to have consented to the matters set forth in this Agreement and shall automatically, and without any notice to any person or any requirement of consent of any person or any further action on the part of such Consenting Existing Revolving Lender, have their Existing Revolving Loans prepaid and terminated in their entirety. Each such Consenting Existing Revolving Lender shall, on the Third Restatement Date be paid by the Borrowers an amount equal to the outstanding fees due on their outstanding Revolving Credit Commitments. Each Specified Refinancing Revolving Lender hereby agree to make Revolving Credit Loans and establish Revolving Credit Commitments pursuant to Section 2.01 of this Agreement all parties hereto agree that Agreement. (id) each Each Consenting Existing Lender, as to itself, hereby waives any indemnity claim for breakage costs under Section 2.16 of the Collateral Documents Existing Term Loan Agreement in connection with any Breakage Event resulting from the payment in respect of assignment or replacement of its Term Loans as contemplated by this Section 2.27. (e) As of the Third Restatement Date, this Agreement shall amend, and restate as amended, the other Financing Agreements is hereby amended such that all references Second Amended and Restated Credit Agreement, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to the Existing Debt Facility and the Term Loans, Revolving Credit Loans and Revolving Credit Commitments thereunder and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Second Amended and Restated Credit Agreement as amended and restated hereby shall be deemed to refer be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Second Amended and Restated Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and shall remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations effect, each in accordance with its terms, as of the Guarantors under this date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Second Amended and Restated Credit Agreement after giving effect contained herein were set forth in an amendment to the Second Amended and Restated Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Second Amended and Restated Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto.

Amendment and Restatement. (ai) The Loan PartiesOn the Closing Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrowers of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date), (ii) the representations and warranties made by the Credit Parties prior to the Closing Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in such Existing Credit Agreement). (ii) The terms and conditions of this Agreement and the terms rights and provisions remedies of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with under this Agreement and the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations Other Documents shall apply to all of the Loan Parties Obligations incurred under the Existing Debt Facility Credit Agreement. (iii) The Credit Parties hereby reaffirm the Liens granted pursuant to the Existing Credit Agreement and is not intended the Other Documents (as defined in the Existing Credit Agreement) and existing immediately prior to constitute a novation the Closing Date to the Agent for the benefit of the Secured Parties, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Obligations. After giving effect to this Agreement and the transactions contemplated hereby, neither the modification of the Existing Debt FacilityCredit Agreement effected pursuant to this amendment and restatement nor the execution, delivery, performance or effectiveness of this Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to this Agreement or any Other Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. The Parent Guarantor hereby reaffirms its obligations under the Guaranty, which shall remain in full force and effect. (civ) By execution of this Agreement all parties hereto agree that On and after the Closing Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to this Agreement in the Existing Debt Facility and the Loans and Commitments thereunder Other Documents (other than this Agreement) shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under references to any section (or subsection) of the Collateral Existing Credit Agreement in any Other Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. (v) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of the Other Documents are reaffirmed and remain in full force and effect unless otherwise specifically amended hereby or by any Other Document. (vi) For the avoidance of doubt, unless otherwise specified in this Agreement, all “baskets” set forth in this Agreement shall be calculated from the Closing Date. (vii) The Advances outstanding under the Existing Credit Agreement on a continuous basis the Closing Date shall be deemed borrowed hereunder, and the Lenders shall fund such portion of the Advances or receive prepayment of such Advances as directed by the Agent such that after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations thereto each Lender has made its Commitment Percentage of the Guarantors under this Agreement after giving effect to this AgreementAdvances outstanding on the Closing Date.

Amendment and Restatement. (a) The Loan PartiesBorrowers, the Agent, Lenders and the Lenders hereby Administrative Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 4.1 and 4.2, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as not intended to and shall not constitute a substitution ofnovation, payment and not as a payment of, the obligations reborrowing or termination of the Loan Parties Obligations under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Credit Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements Loan Documents as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of each Lender that is hereby amended such that all references a party to the Existing Debt Facility Credit Agreement shall, on the date hereof, automatically be deemed amended and the Loans only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and Commitments thereunder the “Loan Documents” shall be deemed to refer to this Agreement and the Loans and Commitments hereunderLoan Documents, (iib) all obligations constituting “Obligations” under the Collateral Documents Existing Credit Agreement with any Lender or any Affiliate of any Lender which are reaffirmed outstanding on the date hereof shall continue as Obligations under this Agreement and remain the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s Pro Rata Share on the date hereof, and the Borrowers hereby agree to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Advance on the terms and in the manner set forth in Section 3.4 hereof and (d) the liens and security interests in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations (as defined in the Security Agreement) securing payment of the Obligations are in all respects continuing and in full force and effect on a continuous basis after giving effect with respect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this AgreementObligations.

Amendment and Restatement. (a) The Loan PartiesOn the Closing Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement. The indebtedness and obligations evidenced by this Agreement and the Loan Documents shall be and shall continue to be secured as set forth in the Existing Credit Agreement, as amended and restated by this Agreement, and all of the Loan Documents prior to the Closing Date, and the Liens granted to the Administrative Agent pursuant to the Loan Documents (as defined in the Existing Credit Agreement) shall continue in full force and effect during the term of this Agreement and any renewals thereof. (b) The terms and conditions of this Agreement and the terms Administrative Agent’s, the Lenders’ and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Issuing Bank’s rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part Obligations incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityCredit Agreement. (c) By execution of this Agreement all parties hereto agree that On and after the Closing Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any article, section or sub-clause of the Collateral Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, 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. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless otherwise specifically amended hereby or any other Loan Document.

Amendment and Restatement. (a) The Loan PartiesOn the Closing Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) Letters of Credit issued and outstanding under the Existing Credit Agreement shall remain outstanding as Letters of Credit hereunder and shall be subject to and governed by the terms and conditions of this Agreement and the terms other Loan Documents and provisions of the Existing Debt Facility, (ii) except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreementexpressly stated herein or amended, the other Loan Parties shall continue to be liable to each Indemnitee Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt FacilityObligations. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Debt FacilityCredit Agreement. (cb) By execution of this Agreement all parties hereto agree that On and after the Closing Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans and Commitments hereunderrestated hereby (as it may be further amended, modified or restated), (ii) all obligations under references to any section (or subsection) of the Collateral Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated). (c) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless specifically amended hereby or by any other Loan Document.

Amendment and Restatement. (a) The Loan Parties, the Agent, This Credit Agreement constitutes an amendment and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions restatement of the Existing Debt Facility Credit Agreement effective from and after the Phase 2 Closing Date. The execution and delivery of this Credit Agreement shall not constitute a novation of any indebtedness or other obligations owing to any Lender under the Existing Credit Agreement based on any facts or events occurring or existing prior to the execution and delivery of this Credit Agreement. On the Phase 2 Closing Date, the credit facilities described in the Existing Credit Agreement shall be and hereby are amended and restated in their entirety supplemented by the terms facilities described herein, and conditions of this Agreement all Loans and the terms and provisions other obligations of the Borrowers and Guarantors outstanding as of such date under the Existing Debt FacilityCredit Agreement shall be deemed to be Loans and obligations outstanding under the corresponding facilities described herein, except as without further action by any Person. Unless otherwise provided in any other Transaction Document, any fees and interest accrued under the Existing Credit Agreement shall accrue up to (but not including) the Phase 2 Closing 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 Credit 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 Credit Agreement. On and after the Phase 2 Closing Date, each and every reference in the Transaction Documents to the Existing Credit Agreement, and to the capitalized terms as defined in the Existing Credit Agreement (including, without limitation, clause (bthe terms “Loans” and “Obligations”) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to and mean this Agreement Credit Agreement, and the Loans such capitalized terms as defined and Commitments hereunder, (ii) used in this Credit Agreement. Each Borrower and Guarantor further confirms and agrees that all obligations under the Collateral such Transaction Documents are reaffirmed and shall remain in full force and effect on and after the Phase 2 Closing Date, except as otherwise expressly provided herein or therein or except to the extent the same are amended, restated, supplemented or otherwise modified on the Phase 2 Closing Date. Each Borrower and Guarantor hereby (i) reaffirms each of its commitments in any such Transaction Document, and (ii) reaffirms each pledge and grant of a continuous basis after giving effect to this security interest made in favor of the Administrative Agent under or in connection with the Existing Credit Agreement and (iii) all security interests any Transaction Documents entered into in connection therewith and liens granted under agrees that notwithstanding the Collateral Documents are reaffirmed amendment and restatement of this Credit Agreement such pledges and grants in favor of the Administrative Agent shall continue in full force and secure effect. The amount of each Lender’s Commitment, as of the Obligations hereunder Phase 2 Closing Date, shall be as set forth on Schedule 1.1, and Administrative Agent and each Lender shall cooperate in good faith to make all payments and fundings which Administrative Agent and the obligations of Lenders must make to reallocate the Guarantors under this Agreement after giving effect to this AgreementCommitments, the outstanding Loans and the other Obligations in respect thereof among the Lenders in accordance with their respective Commitments as set forth on Schedule 1.1.

Amendment and Restatement. (a) The Loan Partiesparties to this Agreement agree that, on the Agent, and the Lenders hereby agree that upon the effectiveness of this AgreementRestatement Effective Date, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and provisions of this Agreement. Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness or other obligations under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness or other obligations evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the Loan Documents (as defined under the Existing Credit Agreement) executed and delivered in connection therewith or (iii) the liability of any Person with respect to the Existing Credit Agreement or any indebtedness or other obligations evidenced thereby. All Loans made, and Obligations incurred, under the Existing Credit Agreement which are outstanding on the Restatement Effective Date (and not terminated or otherwise repaid with the proceeds of any Loans made hereunder on the Restatement Effective Date) shall be re-evidenced as Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderother Loan Documents. (b) Notwithstanding Without limiting the foregoing, upon the effectiveness of the amendment and restatement of contemplated hereby on the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify Restatement Effective Date and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given except as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility.otherwise expressly provided herein: (c) By execution of this Agreement all parties hereto agree that (i) each of all references in the Collateral Documents “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loans and Commitments hereunder, Loan Documents; (ii) all obligations the “Commitments” and the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall continue as Commitments and Letter of Credit Commitments, respectively, hereunder as set forth on the applicable Commitment Schedule; (iii) the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Collateral Documents Existing Credit Agreement, if any, shall continue as Loans hereunder; (iv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the applicable “Commitments” and “Revolving Credit Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are reaffirmed necessary in order that each Lender’s Revolving Credit Exposure hereunder reflects such ▇▇▇▇▇▇’s Applicable Percentage thereof on the Restatement Effective Date (and remain in full force no event exceeds each such ▇▇▇▇▇▇’s Commitment hereunder), and the Borrower and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect on a continuous basis after giving effect immediately prior to this the Restatement Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (iiiz) in connection with such reallocation, sales, assignments or other relevant actions, the Borrower shall pay all security interests interest and liens granted fees outstanding under the Collateral Documents are reaffirmed Existing Credit Agreement and shall continue and secure accrued to the Obligations hereunder and date hereof to the obligations Administrative Agent for the account of the Guarantors Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under this Section 2.16 of the Existing Credit Agreement; and (v) each of the signatories hereto that is also a party to the Existing Credit Agreement after giving effect hereby consents to this Agreementany of the actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Restatement Effective Date are hereby waived and of no force and effect.

Amendment and Restatement. (a) The Loan Parties, This Agreement amends and restates in its entirety the Agent, and the Lenders hereby agree that upon Existing Sale Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Sale Agreement and the terms and provisions of the Existing Debt Facilityshall, except as otherwise provided in this Agreement (including, without limitation, clause (b) of subject to this Section 14.20)8.11, shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderhereby. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility Sale Agreement by this Agreement: (i) each Receivable existing on the date hereof under the Existing Sale Agreement shall continue in effect as a Receivable hereunder, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the Loan Parties amendment and restatement of the Existing Sale Agreement hereby; and (ii) Originator shall continue to be liable to each Indemnitee the Buyer, the Purchasers and the Agent with respect to agreements on their part (A) all obligations accrued to the date hereof under the Existing Debt Facility Sale Agreement and (B) all agreements on the part of the Originator under the Existing Sale Agreement to indemnify and hold harmless such Indemnitee from and against all claimsany of the Buyer, demands, liabilities, damages, losses, costs, charges and expenses to which the Purchasers or the Agent and the Lenders may be subject arising in connection with events or conditions arising or existing prior to the Existing Debt Facility. effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article VI thereof. (c) This Agreement is given as a in substitution of, for the Existing Sale Agreement and not as a payment of, of any of the obligations of the Loan Parties under the Existing Debt Facility Originator thereunder, and is not in no way intended to constitute a novation of the Existing Debt FacilitySale Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of any and all parties existing pursuant to the Transaction Documents prior to the date hereof. (cd) By execution Upon the effectiveness of this Agreement, each reference to the Existing Sale Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement unless the context otherwise requires. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all parties hereto agree that (i) each aspects of the Collateral Documents and facility contemplated herein, including, without limitation, the other Financing Agreements is hereby amended such that all references to eligibility of Receivables sold under the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Sale Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect any settlements to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementbe made with respect thereto.

Amendment and Restatement. (a) The Loan PartiesBorrower, the Agent, Banks and the Lenders hereby Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the “Borrower Obligations” under and as defined in the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of each Bank that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the date hereof shall continue as Loans and Letters of Credit under (and shall be governed by the terms of) this Agreement and the terms and provisions of the Existing Debt Facilityother Loan Documents, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20)all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be superseded by deemed to refer to the Agent, this Agreement and the Loan Documents, respectively, (c) all commitments obligations constituting “Borrower Obligations” under the Existing Credit Agreement with any Bank or any affiliate of any Bank which are outstanding on the Lenders thereunder date hereof shall terminate continue as Borrower Obligations under this Agreement and the other Loan Documents, (d) any “Revolving Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Commitments Revolving Note (if any) issued to such Bank under this Agreement, (e) each Departing Bank’s “Commitment” under the Existing Credit Agreement shall be terminated and “Borrower Obligations” owing to it under and in connection with the Existing Credit Agreement shall be repaid by the Borrower, and each Departing Bank shall not be a Bank hereunder. , and (bf) Notwithstanding the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Borrower Obligations in respect of Loans, interest and fees due and payable to a Bank hereunder reflect such Bank’s pro rata share on the date hereof, and the Borrower hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the sale and assignment of any LIBOR Advance on the terms and in the manner set forth herein. Each Bank hereby confirms the Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Debt Facility by this AgreementCredit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Banks (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties shall continue to be liable to each Indemnitee and other changes that are otherwise permitted by the Agent’s authority under or with respect to agreements on their part under such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation provisions of the Existing Debt FacilityCredit Agreement). (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan PartiesThis Agreement consolidates, amends and restates in its entirety the Agent, Amended and Restated Agreement and the Lenders hereby agree that upon Original Agreement. This Agreement and the effectiveness other Loan Documents govern the present relationship between Borrowers, Guarantors and Lender. With respect to matters relating to the period prior to the Closing Date, all of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Original Agreement and the terms Amended and provisions of Restated Agreement and the Existing Debt Facilitysecurity agreements, except as otherwise provided in this Agreement pledge agreements, guarantees, and other documents, instruments and agreements (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations any of the Loan Parties under the Existing Debt Facility Documents) executed in connection therewith, are each ratified and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents confirmed and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on effect. Borrower ratifies and confirms its obligations under each of the Existing Receivables Loan Documents to which Borrower is a continuous basis after giving effect party, is named as a party or has joined as party thereto and further agrees all obligations in respect to this the Original Agreement and/or the Amended and (iii) all Restated Agreement guaranteed or secured under an Existing Receivables Loan Document shall automatically hereafter include the Obligations. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Collateral, which security interests and liens granted other Liens Borrower, by this Agreement, acknowledges, reaffirms and confirms to Lender. In addition, except as otherwise provided herein, all obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Original Agreement and the Amended and Restated Agreement shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness of Borrower, by this Agreement, acknowledges, reaffirms and confirms. Borrower agrees that any outstanding commitment or other obligation to make advances or otherwise extend credit or credit support to any Person pursuant to the Original Agreement and/or the Amended and Restated Agreement is superseded by, and renewed and consolidated under, this Agreement. Borrower represents and warrants that it has not assigned or otherwise transferred any rights arising under the Collateral Documents are reaffirmed Original Agreement and/or the Amended and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Restated Agreement.

Amendment and Restatement. (a) The Loan Parties, the Agent, and the Lenders hereby agree that Effective upon the effectiveness of this Agreement, the terms and provisions satisfaction of the Existing Debt Facility shall be and hereby are amended and restated conditions set forth in their entirety by the terms and conditions of Section 3.1, this Agreement amends, restates, supersedes and the terms and provisions of replaces the Existing Debt Facility, except as otherwise provided Credit Agreement in this its entirety. This Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the constitutes an amendment and restatement of the Existing Debt Facility by this AgreementCredit Agreement and is not, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended by the parties to constitute be, a novation of the Existing Debt Facility. Credit Agreement. All outstanding Loans and other Obligations (ceach such term as defined in the Existing Credit Agreement) By execution of shall continue to be Loans and Obligations under this Agreement until repaid in cash by the Borrower, and all parties hereto agree that (i) each Existing Letters of Credit shall be deemed to be Letters of Credit hereunder. All rights and obligations of the Collateral Documents parties shall continue in effect, except as otherwise expressly set forth herein. Without limiting the foregoing, no Default or Event of Default existing under the Existing Credit Agreement as of the Effective Date shall be deemed waived or cured by this amendment and restatement thereof, except to the extent such Default or Event of Default would not otherwise be a Default or Event of Default hereunder after giving effect to the provisions hereof. All references in the other Financing Agreements is hereby amended such that all references Loan Documents to the Existing Debt Facility and the Loans and Commitments thereunder Credit Agreement shall be deemed to refer to and mean this Agreement, as the same may be further amended, supplemented, and restated from time to time (b) Inasmuch as revolving and term loans are outstanding under the Existing Credit Agreement immediately prior to the Effective Date, the Borrower must make prepayments and adjustments on such loans as are necessary to give effect to the Commitments of the Lenders hereunder. The Borrower, in consultation with the Administrative Agent, has endeavored to manage the allocation of Commitments and the selection of Interest Periods with respect to outstanding Eurodollar Loans in such a manner as to minimize break-funding costs. Nonetheless, such prepayments of such loans under the Existing Credit Agreement likely will cause breakage costs. Notwithstanding the provisions of Section 2.20, each of the Lenders party hereto hereby waives its right to receive compensation or reimbursement for such breakage costs (i) in connection with the reallocation of commitment percentages on the Effective Date and Commitments hereunder, (ii) all obligations in connection with any resetting of the Interest Period for Loans outstanding as of the Effective Date. (c) The Administrative Agent, the Borrower and the Lenders hereby acknowledge and agree that the Commitment amount(s) of each Lender as set forth on Schedule 1.1(b) is/are the Commitment amounts of such Lender as of the Effective Date, with the reallocation of Loans outstanding under the Collateral Documents are reaffirmed Commitments of the Lenders as they existed immediately prior to the Effective Date having been made per instructions from the Administrative Agent, and remain in full force neither any Assignment and effect on a continuous basis after giving Acceptance nor any other action of any Person is required to give effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementsuch Commitments as set forth on Schedule 1.1(b).

Amendment and Restatement. (a) On the Effective Date the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The Loan Parties, the Agent, parties hereto acknowledge and the Lenders hereby agree that upon the effectiveness of (i) this Agreement, any promissory notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” or “Secured Obligations” (as such terms are defined in the Existing Credit Agreement) (the “Existing Obligations”) under the Existing Credit Agreement or any of the “Loan Documents” (as defined in the Existing Credit Agreement) as in effect prior to the Effective Date and the Obligations hereunder are issued in exchange and replacement for such Existing Obligations and (ii) such Existing Obligations are in all respects continuing and shall collectively constitute Obligations or ABL Obligations, as applicable, under this Agreement with only the terms thereof being modified as provided in this Agreement. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and provisions agreement of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt FacilityLoan Parties that, except as otherwise provided in this the Loan Documents, the Liens on the collateral granted to secure the obligations of the existing loan parties in connection with the Existing Credit Agreement and the other “Loan Documents” (including, without limitation, clause (b) of this Section 14.20as defined in the Existing Credit Agreement), shall not be superseded by this extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement as amended and restated hereby, and each other Loan Document and agreement evidencing all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderany part of any Secured Obligations. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Existing Credit Agreement, the Borrowers acknowledge and agree that any causes of action or other rights created in favor of the Administrative Agent or any Lender or its successors arising out of the representations and warranties of the Borrowers contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement. (c) All indemnification obligations of the Borrowers arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive this amendment and restatement of the Existing Debt Facility by this Credit Agreement. (d) By its execution hereof, each Lender hereby (i) consents to the Loan Parties shall continue amendments and amendments and restatements to be liable to each Indemnitee executed in connection herewith with respect to agreements on their part under any of the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising Collateral Documents delivered in connection with the Existing Debt Facility. This Credit Agreement is given and any additional Collateral Documents to be executed in connection herewith, all as a substitution ofin form and substance approved by the Administrative Agent, and not as a payment of, (ii) authorizes and directs the obligations of the Loan Parties under the Existing Debt Facility Administrative Agent to enter into such amendments and is not intended to constitute a novation of the Existing Debt Facilityamendments and restatements. (ce) By execution For purposes of determining withholding Taxes imposed under FATCA, from and after the Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement all as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). (f) All parties hereto acknowledge and agree that (i) each of if the Collateral Documents and the other Financing Agreements is hereby amended such that all references Effective Date does not occur at or prior to 4:00 p.m., New York time, on April 1, 2021, the Existing Debt Facility and the Loans and Commitments thereunder Credit Agreement shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain continue in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementwithout modification hereunder.

Amendment and Restatement. (a) The Loan Parties, This Agreement shall amend and restate the Agent, Original Credit Agreement in its entirety and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are Original Credit Agreement as so amended and restated in their entirety is hereby ratified and confirmed by the terms parties hereto. Nothing in this Agreement shall be construed as a substitution or novation of any existing Loans outstanding under the Original Credit Agreement as of the date hereof which shall remain outstanding under this Agreement after the date hereof. For greater certainty (i) all “Loans” outstanding under the Original Credit Agreement as of the date hereof are, and conditions of shall be, “Loans” under this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by constitute “Obligations” under this Agreement and all commitments shall be secured by the Security; and (ii) the amounts outstanding on the date hereof under the Credit Facility pursuant to or contemplated by the Original Credit Agreement are deemed to be outstanding under the Credit Facility and constitute “Obligations” under this Agreement and shall be secured by the Security. The Lenders party to this Agreement as of the Lenders thereunder date hereof shall terminate allocate the outstanding Obligations among the applicable Credit Facility to reflect the Applicable Percentages of each Lender as of the date hereof and be replaced by any Loans allocated to a Lender to reflect the Commitments hereunder. (b) Notwithstanding and Applicable Percentages shall be deemed purchased and assumed by such Lender and any such Loans allocated by a Lender shall be deemed sold and assigned by such Lender. The Borrower and each Guarantor originally party thereto, acknowledge, confirm and agree that, notwithstanding the amendment and restatement of the Existing Debt Facility by this Original Credit Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain Security granted by it continues in full force and effect on effect, constitutes a continuous basis after giving effect legal, valid and binding obligation of the Borrower and each Guarantor, as applicable, enforceable against it in accordance with its terms (except to this Agreement the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting the enforcement of creditor’s rights generally and the fact that the courts may deny the granting or enforcement of equitable remedies), and secures payment and performance by the Borrower and each Guarantor of its Obligations, and (iiiii) all security interests the Security to which it is a party is hereby ratified and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementconfirmed.

Amendment and Restatement. This Agreement amends and restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (aas all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Agent, Administrative Agent and the Lenders hereby acknowledge and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility 2014 Credit Agreement by this AgreementAgreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under Parties, the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, acknowledge and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By agree that upon execution of this Agreement all by the parties hereto agree hereto, Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement and any other Loan Documents (but shall be bound as a Guarantor). Table of Contents For purposes of determining the Applicable Margin, Commitment Fee, and the Applicable Letter of Credit Fee Rate: (a) As of the Third Amendment Closing Date, pricing shall be fixed at the level and rates that correspond with Level IV of the Pricing Grid, until the date on which a Compliance Certificate for the fiscal period ending March 31, 2020 is due to be delivered in accordance with Section 8.3.3. If a Compliance Certificate is not delivered when due in accordance with Section 8.3.3, then the rates in Level IV shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) each the Leverage Ratio as calculated by the Borrower as of the Collateral Documents any applicable date was inaccurate and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Sections 2.9 [Letter of Credit Subfacility] or 4.4 [Interest After Default] or 9 [Default]. The Borrower’s obligations under this paragraph shall survive the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under termination of the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder Commitments and the obligations repayment of the Guarantors under this Agreement after giving effect to this Agreementall other Obligations hereunder.

Amendment and Restatement. (a) The Loan Parties, This Agreement constitutes an amendment and restatement of the Agent, Existing Credit Agreement and the Lenders hereby agree that upon Existing Guaranty Agreement and as such, except for the effectiveness indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Credit Agreement and the terms Existing Guaranty Agreement in their entirety. This Agreement is not intended as and provisions shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Debt FacilityCredit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in this Agreement the Loan Documents, the Liens on the Collateral (including, without limitation, clause (bas defined in the Existing Credit Agreement) of this Section 14.20), shall be superseded by this Agreement and all commitments granted to secure the obligations of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Credit Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Credit Agreement is given and the other Loan Documents (as a substitution ofdefined in the Existing Credit Agreement), shall not be extinguished and not as a payment ofshall remain valid, binding and enforceable securing the obligations of the Loan Parties under the Existing Debt Facility Credit Agreement, as amended and is not intended to constitute a novation restated hereby. Each of the Borrowers party hereto that were not party to the Existing Debt Facility. Credit Agreement hereby (ca) By execution of this Agreement all parties hereto agree acknowledges and agrees that (i) each it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Documents and Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Financing Agreements is hereby amended such that all references Loan Documents. Each lender party to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to Credit Agreement that is not a party this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain shall have been paid in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under with the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations proceeds of the Guarantors under this Agreement after giving effect to this Agreementfunding on the Closing Date.

Amendment and Restatement. (a) The Loan PartiesOn the Restatement Effective Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Initial Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date or released pursuant to and in accordance with the terms of the Borrower Assignment Agreement), (ii) the representations and warranties made by the Initial Borrower and the guarantors from time to time party to the Existing Credit Agreement prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the Secured Obligations under the Loan Documents and that all Secured Obligations of the Initial Borrower as assigned to the Borrower pursuant to the Borrower Assignment Agreement and the Guarantors hereunder shall continue to be secured by L▇▇▇▇ granted under and evidenced by the Security Agreement or any other Loan Document, and that this Agreement does not constitute a novation or termination of the Indebtedness and Obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate and be replaced by obligations incurred under the Commitments hereunder. (b) Notwithstanding the Existing Credit Agreement. This amendment and restatement of the Existing Debt Facility is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by this Agreementany other Loan Document, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under Documents shall continue in full force and effect and, from and after the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that Restatement Effective Date, all references to the Existing Debt Facility and the Loans and Commitments thereunder “Credit Agreement” contained therein shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan PartiesEffective as of the Closing Date, the Agent, Amended and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Restated Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and the Amended and Restated Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Borrower Obligations” under and as defined in the Amended and Restated Credit Agreement (whether or not such “Borrower Obligations” are contingent as of the Closing Date). The terms and conditions of this Agreement and the terms rights and provisions remedies of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with under this Agreement and the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations other Loan Documents shall apply to all of the Loan Parties Borrower Obligations incurred under the Existing Debt Facility Amended and is not intended Restated Credit Agreement. All Loans and Letters of Credit outstanding under the Amended and Restated Credit Agreement immediately prior to constitute a novation of the Existing Debt Facility. (c) By execution of Closing Date shall continue under this Agreement all parties hereto agree that Agreement. On and after the Closing Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under references to any section (or subsection) of the Collateral Documents are reaffirmed Amended and remain Restated Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. The parties hereto acknowledge and agree that the Liens securing payment of the “Borrower Obligations” as defined in the Amended and Restated Credit Agreement, shall from and after the Closing Date secure the payment and performance of all Borrower Obligations for the benefit of the Administrative Agent and the Secured Parties, and all such Liens shall continue in full force and effect on a continuous basis after giving effect to this Agreement and are hereby confirmed and reaffirmed by each of the Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Amended and Restated Credit Agreement shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Administrative Agent and the Secured Parties (iii) with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as applicable), and each Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, Administrative Agent is hereby appointed as collateral agent in connection with the foregoing, and shall be entitled to all security interests of the benefits, rights, privileges and liens granted immunities hereunder and under the Collateral other Loan Documents are reaffirmed with respect to the foregoing. This amendment and shall continue restatement is limited as written and secure the Obligations hereunder is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and the obligations conditions of the Guarantors under this Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement after giving effect to this shall not constitute a novation of the Amended and Restated Credit Agreement or of any other Loan Document (as defined in the Amended and Restated Credit Agreement).

Amendment and Restatement. (a) The Loan PartiesOn the Fifth Amended and Restated Effective Date, the AgentOriginal Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant hereto and the Lenders other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the "Obligations" (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) as in effect prior to the Fifth Amended and Restated Effective Date; (ii) such "Obligations" are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such "Obligations" are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby agree that fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement, ) immediately before the terms and provisions effectiveness of this Agreement will be part of the Existing Debt Facility shall be Loans and hereby are amended and restated in their entirety by Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Fifth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement Agreement, provided, further, that the Obligations under the other Loan Documents shall also continue in full force and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (effect including, without limitation, clause the Obligations of each Credit Party pursuant to the Collateral Documents. All indemnification obligations of each Credit Party pursuant to the Original Credit Agreement (bas previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) of this Section 14.20), shall be superseded by this Agreement and all commitments (including any arising from a breach of the Lenders thereunder representations thereunder) shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding survive the amendment and restatement of the Existing Debt Facility by this AgreementOriginal Credit Agreement (as previously amended, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising restated or otherwise modified including in connection with the Existing Debt Facility. This Agreement is given as a substitution of, Fourth Amended and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (cRestated Credit Agreement) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect pursuant to this Agreement.

Amendment and Restatement. (a) The Loan PartiesEffective as of the Closing Date, the Agent, and (i) the Lenders hereby agree that upon authorize, as the effectiveness of this Lenders under the Existing CONSOL Credit Agreement, the terms and provisions assumption by the Borrower of the Indebtedness of CNX Gas under the Existing Debt Facility CNX Gas Credit Agreement, (ii) pursuant to payoff letters executed by CNX Gas, the commitments under the Existing CNX Gas Credit Agreement have been terminated, (iii) for (a) [Issuance of Letters of Credit], (v) the obligations to the extent arising from transactions under Specified Swap Agreements and Other Lender Provided Financial Service Product (each as defined in the Existing CNX Gas Credit Agreement) existing on the Closing Date between a Lender or an Affiliate of a Lender under the Existing CNX Gas Credit Agreement and CNX Gas shall be Specified Swap Agreements and hereby are Other Lender Provided Financial Service Products hereunder; provided that if the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product ceases to be the Administrative Agent, a Lender hereunder or an Affiliate of the Administrative Agent or a Lender hereunder, Specified Swap Agreements and Other Lender Provided Financial Service Product shall only include such obligations to the extent arising from transactions entered into at the time such counterparty was the Administrative Agent or a Lender hereunder or an Affiliate of the Administrative Agent or a Lender hereunder, and (vi) each Lender waives, as a Lender under the Existing CNX Gas Credit Agreement, as applicable, any requirements for notice of prepayment of outstanding loans and notice of termination of commitments under the Existing CNX Gas Credit Agreement and any amount payable upon the termination prior to the last day of an existing Interest Period of existing Loan bearing interest at the LIBOR Rate Option under the Existing CNX Gas Credit Agreement. (b) Effective as of the Closing Date, the Existing CONSOL Credit Agreement shall be amended and restated in their its entirety by this Agreement and the Existing CONSOL Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Obligations” under and as defined in the Existing CONSOL Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date).The terms and conditions of this Agreement and the terms rights and provisions remedies of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with under this Agreement and the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations other Loan Documents shall apply to all of the Loan Parties Obligations incurred under the Existing Debt Facility CONSOL Credit Agreement. On and is not intended to constitute a novation of after the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that Closing Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under references to any section (or subsection) of the Collateral Existing CONSOL Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless otherwise specifically amended hereby or by any other Loan Document.

Amendment and Restatement. (a) The Loan PartiesBorrowers, the Agent, Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Original Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt FacilityOriginal Agreement, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20)herein, shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Agreement. Notwithstanding the amendment and restatement of the Existing Debt Facility Original Agreement by this Agreement, the Loan Parties Borrowers shall continue to be liable to each Indemnitee the Administrative Agent and the Existing Lenders with respect to agreements on their the part of the Borrowers under Section 11.11 of the Existing Debt Facility Original Agreement to indemnify and hold harmless such Indemnitee the Administrative Agent and the Existing Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Existing Lenders may be subject arising in connection with the Existing Debt FacilityOriginal Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties Borrowers under the Existing Debt Facility Original Agreement and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Original Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or interest rate selection notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all parties hereto agree that (i) each amounts outstanding and owing by Borrowers under the Original Agreement as of the Collateral Documents Closing Date, as determined by the Lenders, shall constitute Advances hereunder accruing interest with respect to the Base Rate Loans under the Original Agreement, at the Base Rate hereunder. The Borrowers shall furnish to the Administrative Agent a notice pursuant to Section 2.11 for existing Loans and Borrowing Notices for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Applicable Commitment Percentages. This Agreement shall become effective upon the execution of the Agreement by the Borrowers, the Agent and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility Required Lenders and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations satisfaction of the Guarantors under this Agreement after giving effect to this Agreementconditions set forth in Section 5.01.

Amendment and Restatement. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: (a) The Loan PartiesBorrower, the Agent, Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement which in any manner govern or evidence the obligations of the Borrower and the Guarantors, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms terms, conditions and conditions provisions of this Agreement Agreement, and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise expressly provided in this Agreement (including, without limitation, clause (b) of this Section 14.20)herein, shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderAgreement. (b) Notwithstanding the this amendment and restatement of the Existing Debt Facility by this Credit Agreement, including anything in this Section 1.01, and of any related “Loan Documents” (as such term is defined in the Loan Parties shall continue Existing Credit Agreement and referred to be liable to each Indemnitee with respect to agreements on their part herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Debt Facility to indemnify Credit Agreement and hold harmless such Indemnitee from other Existing Credit Documents shall continue as obligations hereunder, and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent (ii) each of this Agreement and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement Notes and any other Loan Document (as defined herein) is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and obligations of the Loan Parties Borrower under the Existing Debt Facility Credit Agreement or any Existing Credit Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is not intended to constitute a novation of the Existing Debt Facility. (c) By execution Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Advances (including all Swing Line Loans) owing by the Borrower, and outstanding under the Existing Credit Agreement all shall continue as Advances hereunder and shall constitute advances hereunder. Base Rate Advances under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that Interest Periods for all references to Eurocurrency Rate Advances outstanding under the Existing Debt Facility and Credit Agreement on the Loans and Commitments thereunder Effective Date shall be deemed to refer to remain in effect without renewal, interruption or extension as Eurocurrency Rate Advances under this Agreement and accrue interest at the Loans and Commitments Eurocurrency Rate hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan PartiesOn the Effective Date, the Agent, and Existing Loan Documents (other than the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Terminated Guaranty Agreements) shall be and hereby are amended and restated in their entirety by this Agreement and (a) all references to such Existing Loan Documents in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to such Existing Loan Documents as amended and restated hereby and (b) all references to any section (or subsection) of such Existing Loan Documents in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under such Existing Loan Documents (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities. On the Effective Date, the Terminated Guaranty Agreements shall be terminated and of no further force and effect. On and after the Effective Date, (a) the Existing Loan Documents (other than the Terminated Guaranty Agreements) shall be of no further force and effect except to evidence (i) the incurrence of the “Obligations” under and as defined therein and (ii) the representations and warranties made by any Credit Party prior to the Effective Date and (b) the terms and conditions of this Agreement and rights and remedies under the terms and provisions of Loan Documents (other than the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20Terminated Guaranty Agreements), shall be superseded by this Agreement and apply to all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part Obligations incurred under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references Notes issued thereunder. Each Borrower and each Credit Party reaffirms the Liens granted pursuant to the Existing Debt Facility Loan Documents and the Loans Intellectual Property Security Agreements in favor of BHI and Commitments thereunder confirms that such Liens are in favor of Agent for the benefit of Secured Parties which Liens shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain continue in full force and effect on a continuous basis after giving effect to in favor of Agent for the benefit of Secured Parties during the term of this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed any renewals or extensions thereof and shall continue and to secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this AgreementObligations.

Amendment and Restatement. (a) The This Agreement is an amendment and restatement of the Original Credit Agreement and is not a novation of the Original Credit Agreement. This Agreement reflects amendments to the Original Credit Agreement that have been agreed upon by the parties thereto and has been restated solely for the purposes of incorporating such amendments in a consolidated format. (b) All references to the “Credit Agreement” or similar references to the Original Credit Agreement in any of the other Loan Parties, the Agent, Documents shall mean and the Lenders hereby agree that upon the effectiveness of be a reference to this Agreement, as it may be further amended, supplemented, restated or replaced from time to time, without any requirement to amend such Loan Documents. (c) All Obligations (as defined in the Original Credit Agreement) under the Original Credit Agreement shall be continuing with only the terms thereof being modified as provided in this Agreement, and provisions this Agreement shall not evidence or result in a novation or an accord and satisfaction of such Obligations. Specifically, all “Loans” outstanding under the Original Credit Agreement as at the Effective Date, together with all Accrued 1106 Obligations and all Accrued [****] Obligations (each of which shall be capitalized as of the Effective Date and form part of the aggregate principal amount outstanding hereunder) (collectively, the “Pre-Existing Debt Facility Borrowings”) will be automatically substituted and exchanged, on a cashless basis, for Loans, will be deemed to be Loans outstanding under this Agreement as of the Effective Date, shall form part of the Outstanding Amount as of the Effective Date and will be and hereby are amended and restated in their entirety by subject to the terms and conditions of this Agreement Agreement. Interest and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee fee pricing with respect to agreements on their part under Pre-Existing Borrowings for any period prior to the Effective Date shall be as set out in the Original Credit Agreement. Interest and fee pricing with respect to Pre-Existing Debt Facility to indemnify and hold harmless such Indemnitee Borrowings from and against all claimsafter the Effective Date shall be as set out in this Agreement. Each Loan Party hereby acknowledges, demandsratifies, liabilitiesand confirms that as of the Effective Date, damagesthe aggregate principal balance of the Pre-Existing Borrowings, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with allocation thereof between the Existing Debt Facility. This Agreement Lenders, is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facilityset forth on Schedule 2.1 hereto. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreement.

Amendment and Restatement. (a) The Loan Parties, the Agent, Borrowers and the Lenders Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement which govern or evidence the Obligations, the rights and interests of Loan Parties and Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions conditions of the Existing Debt Facility, except as otherwise provided in this Credit Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Agreement, except as expressly provided herein. Notwithstanding the amendment and restatement of Existing Credit Agreement and certain of the related “Loan Documents” as defined in the Existing Debt Facility Credit Agreement (the “Prior Loan Documents”) by this AgreementAgreement and the other Loan Documents as herein defined, all of the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part indebtedness, liabilities and obligations owing by the Borrowers under the Existing Debt Facility to indemnify Credit Agreement shall continue as Obligations hereunder and hold harmless such Indemnitee from shall be and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which remain secured by the Collateral Documents for the benefit of the Collateral Agent and on behalf of the Lenders may be subject arising in connection with the Existing Debt FacilityLender. This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Loan Parties Borrowers under the Existing Debt Facility Credit Agreement and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and Letters of Credit outstanding under the Existing Credit Agreement shall continue as Revolving Loans and Letters of Credit hereunder, in each case accruing interest, as of the date hereof, at the rates set forth herein. The parties hereto acknowledge and agree that for administrative convenience and for the express purpose of maintaining the creation and perfection of any Liens granted by the Loan Parties for the benefit of the lenders under the Existing Credit Agreement in and to any Collateral, ▇▇▇▇▇ Fargo shall continue to serve as the Collateral Agent under this Agreement and the Collateral Documents with all the rights and privileges bestowed upon ▇▇▇▇▇ Fargo in such capacity pursuant to the Existing Credit Agreement and the Collateral Documents defined therein. The Loan Parties hereby further acknowledge, confirm and agree that the Collateral Agent shall continue to have a Lien on the Collateral to secure the Obligations to the fullest extent possible under the Existing Credit Agreement and the Collateral Documents (as therein defined) notwithstanding the amendment and restatement of the terms of the Existing Debt Facility. (c) By execution of Credit Agreement pursuant to this Agreement all parties hereto agree that (i) each of Agreement. The Liens in the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement be continuously granted and perfected from the Loans earliest possible date of the granting and Commitments hereunderperfection of such Liens, (ii) all obligations whether under the Existing Credit agreement, the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to (as therein defined), this Agreement and (iii) all security interests and liens granted under Agreement, the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this AgreementDocuments, or otherwise.

Amendment and Restatement. (a) The Loan Parties, the Agent, and the Lenders hereby agree that Effective immediately upon the effectiveness of this AgreementClosing Date, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this the Existing Credit Agreement shall be amended and restated as set forth herein and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Credit Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and all commitments the other Loan Documents and the grant of security interests and Liens in the Lenders thereunder Collateral by the Borrowers and the Guarantors under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall terminate continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be replaced governed by this Agreement and the Commitments hereunder. other Loan Documents. All Obligations (b) Notwithstanding the amendment and restatement of as defined in the Existing Debt Facility by this Credit Agreement, ) under the Existing Credit Agreement and the other “Loan Parties Documents” (as defined in the Existing Credit Agreement) shall continue to be liable to each Indemnitee with respect to agreements on their part outstanding except as expressly modified by this Agreement and shall be governed in all respects by this Agreement and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a novation, satisfaction, payment or reborrowing of any Obligation (as defined in the Existing Credit Agreement) under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claimsCredit Agreement or any other “Loan Document” (as defined in the Existing Credit Agreement), demandsnor does it operate as a waiver of any right, liabilities, damages, losses, costs, charges and expenses to which power or remedy of the Agent and the Lenders may be subject arising or any Lender under any “Loan Document” (as defined in connection with the Existing Debt FacilityCredit Agreement). This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all All references to the Existing Debt Facility and the Loans and Commitments thereunder Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the Loans provisions hereof. (b) It is understood and agreed that to the extent that the Commitments hereunder, (ii) all obligations of the Lenders under the Collateral Documents Existing Credit Agreement (as in effect immediately prior to this Agreement) are reaffirmed different than the Commitments of the Lenders set forth on Schedule 1.1(a), then on the Closing Date, without the necessity of any action on behalf of the Lenders or any other Person, each Lender shall be deemed to have irrevocably sold, transferred, conveyed and remain assigned to each other Lender a portion of its Commitment (including participation interests in full force Letters of Credit and effect on a continuous basis Swingline Loans) such that, after giving effect to this Agreement and (iii) such assignments by all security interests and liens granted under Lenders, each Lender’s Commitment is equal to the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementapplicable amount set forth on Schedule 1.1(a).

Amendment and Restatement. (a) The Loan PartiesOn the A&R Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, and the Loan Parties Existing Credit Agreement shall continue thereafter be of no further force and effect, except to be liable to each Indemnitee with respect to agreements on their part evidence (i) the incurrence by the Borrower of the obligations under the Existing Debt Facility Credit Agreement (whether or not such obligations are contingent as of the A&R Date), (ii) the representations and warranties made by the Borrower prior to indemnify the A&R Date and hold harmless (iii) any action or omission performed or required to be performed pursuant to such Indemnitee from and against all claimsExisting Credit Agreement prior to the A&R Date (including any failure, demandsprior to the A&R Date, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection comply with the covenants contained in such Existing Debt FacilityCredit Agreement). Except as expressly set forth herein, the amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the A&R Date. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Debt FacilityCredit Agreement or evidence payment of all or any portion of such obligations and liabilities. (cb) By execution of this Agreement all parties hereto agree that On and after the A&R Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any Article, Section or sub-clause of the Collateral Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on and after the A&R Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (c) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect unless otherwise specifically amended hereby or by any other Loan Document. (d) Borrower hereby acknowledges and agrees that (i) the Liens created and provided for by the Loan Documents continue to secure, among other things, all obligations arising under this Agreement Agreement, and (iiiii) all security interests the Loan Documents and liens granted under the Collateral Documents are reaffirmed rights and shall continue and secure the Obligations hereunder and remedies of Lender thereunder, the obligations of Borrower thereunder, and the Guarantors under this Agreement after Liens created and provided for thereunder, remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens and security interests created and provided for by the Loan Documents as to the indebtedness which would be secured thereby prior to giving effect to this Agreement.

Amendment and Restatement. (a) The Loan Parties, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions Effective as of the Sixth Amendment and Restatement Effective Date the Existing Debt Facility shall be and Credit Agreement is hereby are amended and restated in their its entirety by to be in the terms form of the Sixth Amended and conditions Restated Credit Agreement attached as Exhibit A hereto (the Existing Credit Agreement as so amended and restated, the “Restated Credit Agreement”); provided, however, that (x) the amendment of this Agreement and the terms and provisions any provision of the Existing Debt Facility, except as otherwise provided in this Credit Agreement that is not permitted to be amended without the consent of each Lender and (including, without limitation, clause (by) the modification of this Section 14.20), shall be superseded by this Agreement and all commitments any of the other terms of the Existing Credit Agreement other than those necessary (or, in the reasonable judgment of the Existing Administrative Agent and the Borrower, as appropriate) to enable the Refinancing Term Loans and the Refinancing Revolving Credit Commitments to be made, and the Payout and Termination to be consummated on the Sixth Amendment and Restatement Effective Date, in each case in accordance with this Amendment shall not become effective until (i) the Payout and Termination has been effected, (ii) this Amendment has become effective in accordance with the terms hereof, (iii) the Refinancing Term Lenders thereunder shall terminate have made the Refinancing Term Loans on the Sixth Amendment and be replaced by Restatement Effective Date and (iv) the Refinancing Revolving Credit Lenders have provided the Refinancing Revolving Credit Commitments hereunderon the Sixth Amendment and Restatement Effective Date. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references Subject to the Existing Debt Facility following proviso, each schedule and exhibit referred to in the Loans and Commitments thereunder Restated Credit Agreement shall be deemed to refer to this Agreement the corresponding schedule or exhibit, as applicable, set forth in the Existing Credit Agreement; provided that each schedule and exhibit set forth on Annex I hereto shall amend and restate the Loans and Commitments hereundercorresponding schedule or exhibit, (ii) all obligations under as applicable, set forth in the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Existing Credit Agreement.

Amendment and Restatement. (a) The Loan PartiesOn the Sixth Amended and Restated Effective Date, the AgentOriginal Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant hereto and the Lenders other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the "Obligations" (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) as in effect prior to the Sixth Amended and Restated Effective Date; (ii) such "Obligations" are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such "Obligations" are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby agree that fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement, ) immediately before the terms and provisions effectiveness of this Agreement will be part of the Existing Debt Facility shall be Loans and hereby are amended and restated in their entirety by Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Sixth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement Agreement, provided, further, that the Obligations under the other Loan Documents shall also continue in full force and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (effect including, without limitation, clause the Obligations of each Credit Party pursuant to the Collateral Documents. All indemnification obligations of each Credit Party pursuant to the Original Credit Agreement (bas previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) of this Section 14.20), shall be superseded by this Agreement and all commitments (including any arising from a breach of the Lenders thereunder representations thereunder) shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding survive the amendment and restatement of the Existing Debt Facility by this AgreementOriginal Credit Agreement (as previously amended, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising restated or otherwise modified including in connection with the Existing Debt Facility. This Agreement is given as a substitution of, Fifth Amended and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (cRestated Credit Agreement) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect pursuant to this Agreement.

Amendment and Restatement. (a) The Loan Partiesterms, conditions, agreements, covenants, representations and warranties set forth in the AgentExisting Security Agreement, in the Existing Guaranty, and in the Lenders Existing Pledge Agreement, respectively, are simultaneously hereby agree that upon amended and restated in their entirety, and as so amended and restated, replaced and superseded by the effectiveness terms, conditions agreements, covenants, representations and warranties set forth in this Agreement. As of the effective date of this Agreement, neither Parent nor the Agent and Lenders shall be subject to or bound by any of the terms of the Existing Security Agreement or the Existing Guaranty, and neither Holdings nor the Agent and Lenders shall be subject to or bound by any of the terms of the Existing Pledge Agreement, and Parent, Holdings, Agent and Lenders shall only be subject to or bound by the terms and provisions of this Agreement, except that, nothing herein or in the other Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the “Secured Obligations” existing under (and as defined in) the Existing Debt Facility shall be Security Agreement or the “Pledgor Obligations” existing under (and hereby are amended as defined in) the Existing Pledge Agreement (such Secured Obligations and restated in their entirety Pledgor Obligations being collectively referred to herein as the “Existing Secured Obligations”), the “Indebtedness” existing under (and as defined in) the Existing Guaranty (the “Existing Guaranteed Obligations”) or any other obligations, liabilities and indebtedness of Parent evidenced by or arising under the terms and conditions Existing Security Agreement or the Existing Guaranty or of this Agreement and Holdings evidenced by or 32 arising under the terms and provisions Existing Pledge Agreement, or impair or adversely affect the continuation of the Existing Debt FacilityLiens and other interests in the Collateral and Pledged Collateral heretofore granted, except as otherwise provided in this Agreement (includingpledged and/or assigned by Parent and Holdings, without limitationrespectively, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of to Agent pursuant to the Existing Debt Facility by this Security Agreement, the Existing Pledge Agreement, or any other Loan Parties shall continue Documents. All Existing Secured Obligations and Existing Guaranteed Obligations of Parent to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given that are outstanding and unpaid as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references date hereof pursuant to the Existing Debt Facility Credit Agreement, the Existing Guaranty or otherwise, and all Existing Secured Obligations of Holdings to Agent and Lenders that are outstanding and unpaid as of the Loans and Commitments thereunder date hereof pursuant to the Existing Pledge Agreement shall in each case be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Secured Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect which are secured by Liens in the Collateral and Pledged Collateral, respectively, pursuant to the terms of this Agreement.. [SIGNATURE PAGES FOLLOW] 33

Amendment and Restatement. (a) The Loan PartiesThis Agreement amends and restates and supersedes and replaces in its entirety the Existing Credit Agreement, without novation, with the Agent, Commitments set forth herein and the Lenders hereby agree that and Issuing Lenders party hereto. Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof (a “Departing Lender”) shall cease to be a Lender on the Restatement Effective Date upon (i) payment of all amounts (except principal) owing to it and (ii) all amounts of principal owing to it under Section 11.24(b). Without limiting the effectiveness generality of the foregoing, on the Restatement Effective Date, each New Lender shall be and become a Lender hereunder and shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as contemplated by this Agreement, (i) all existing Letters of Credit under (and as defined in) the Existing Credit Agreement will be deemed to be Existing Letters of Credit, (ii) to the extent not past due on or prior to the Restatement Effective Date and not owing to a Departing Lender, all accrued, incurred and unpaid (A) interest under the Existing Credit Agreement, (B) commitment fees under Section 4.5(a) of the Existing Credit Agreement and (C) Letter of Credit Fees under (and as defined in) Section 3.3 of the Existing Credit Agreement, in each case arising immediately prior to the Restatement Effective Date shall continue to be payable on their regularly scheduled due date (unless accelerated sooner in accordance with the terms of this Agreement), and (iii) all other accrued, incurred and unpaid fees, costs and expenses payable under the terms Existing Credit Agreement, including all fees and provisions expenses outstanding under Section 11.5 of the Existing Debt Facility Credit Agreement and other similar costs and expenses, will be due and payable on the Restatement Effective Date (it being understood, for the avoidance of doubt, that other than payment of any breakage cost amount that may be due to the Departing Lenders pursuant to Section 4.12, if any, no amounts shall be due pursuant to section 4.12 as a result of the Transactions). The Letters of Credit (undrawn or drawn but as yet unreimbursed as of the Restatement Effective Date) outstanding under the Existing Credit Agreement on the Restatement Effective Date, which are specified on Schedule 1.1E, shall, following the satisfaction of all conditions precedent set forth in Section 6.1, be deemed to constitute Letters of Credit issued hereunder in the same manner and hereby are amended and restated in their entirety by subject to the same terms and conditions as if issued initially as Letters of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Credit pursuant to Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder3.3. (b) Notwithstanding On the amendment Restatement Effective Date, each Loan under (and restatement of as defined in) the Existing Debt Facility by this Agreement, the Loan Parties Credit Agreement shall continue be deemed to be liable to a Loan hereunder. Each Lender hereunder shall have the Commitment Percentage as set forth in Schedule A. Each Lender having Loans outstanding on the Restatement Effective Date and whose Commitment Percentage in respect of such Loans has been decreased on the Restatement Effective Date, and each Indemnitee with respect to agreements on their part Lender under the Existing Debt Facility Credit Agreement that is not a Lender hereunder, shall be deemed to indemnify have assigned on the Restatement Effective Date, without recourse, ratably to each Lender increasing its Commitment (an “Increasing Lender”) and hold harmless to any new Lender with a Commitment (a “New Lender”) on the Restatement Effective Date such Indemnitee from ratable portion of such Loans as shall be necessary to effectuate such adjustment. Each Increasing Lender and against all claims, demands, liabilities, damages, losses, costs, charges each New Lender on the Restatement Effective Date shall (i) be deemed to have assumed such ratable portion of such Loans and expenses (ii) fund on the Restatement Effective Date such assumed amounts to which the Administrative Agent and for the Lenders may be subject arising account of each such assigning Lender in connection accordance with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, provisions hereof in the obligations of amount notified to such Increasing Lender or New Lender by the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt FacilityAdministrative Agent. (c) By execution The Borrowers ratify, affirm and acknowledge all of this Agreement all parties hereto agree that (i) each their Obligations in respect of the Collateral Documents Existing Letters of Credit and related documents, and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder Lenders shall be deemed to refer to this have participating interests in the Existing Letters of Credit and related documents as of the Restatement Effective Date in accordance with their Commitment Percentage as reflected in Schedule A. (d) All previously outstanding promissory notes under the Existing Credit Agreement will be deemed cancelled upon the occurrence of the Restatement Effective Date and the Loans and Commitments issuance of the Notes hereunder. Additionally, (ii) all obligations those Lenders party hereto which are also party to the Existing Credit Agreement hereby waive any prior notice requirement under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect Existing Credit Agreement with respect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder termination of commitments thereunder and the obligations making of the Guarantors under this Agreement after giving effect to this Agreementany prepayments thereunder.

Amendment and Restatement. (a) The Loan PartiesOn the Effective Date, the Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), (ii) the representations and warranties made by the Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments 129 and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The terms and conditions of this Agreement and the terms Agents’ and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all commitments of the Lenders thereunder shall terminate “Obligations” incurred under and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of as defined in the Existing Debt Facility by this Credit Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that On and after the Effective Date, (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and Credit Agreement in the Loans and Commitments thereunder Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement the Existing Credit Agreement, as amended and the Loans and Commitments hereunderrestated hereby, (ii) all obligations under references to any Article, Section or sub-clause of the Collateral Existing Credit Agreement in any Loan Document (other than this Agreement) shall be deemed to be references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementunless otherwise specifically amended hereby or any other Loan Document.

Amendment and Restatement. (a) The Loan PartiesOn the Restatement Date, the AgentExisting Credit Agreement shall be amended and restated in its entirety as set forth herein. The parties hereto acknowledge and agree that (i) this Agreement, the Notes and the Lenders hereby agree other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) arising under the Existing Credit Agreement as in effect prior to the Restatement Date; (ii) subject to the Restatement Date Exchange, such “Obligations” are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement; provided, however, that any Default or Event of Default existing under the Existing Credit Agreement is waived as of the Restatement Date; (iii) the Liens and security interests as granted under the Loan Documents (whether delivered hereunder or in connection with the Existing Credit Agreement) securing payment of such Existingexisting Obligations are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement to the extent set forth in the Guarantee and Collateral Agreement); and (iv) upon the effectiveness of this Agreement, the terms and provisions of Agreement all loans outstanding under the Existing Debt Facility shall Credit Agreement immediately before the effectiveness of this Agreement will, except for loans converted pursuant to the Restatement Date Exchange, be Loans hereunder and hereby are amended and restated all outstanding letters of credit under the Existing Credit Agreement will be Letters of Credit hereunder, in their entirety by each case on the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided set forth in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunderAgreement. (b) Notwithstanding Except as expressly restated hereby and by the amendment and restatement of Notes delivered herewith, the Existing Debt Facility by this Agreement, Credit Agreement and the other Loan Parties Documents are and shall continue to be liable to each Indemnitee with respect to agreements on their part under in full force and effect. On and after the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claimsRestatement Date, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of reference in the Collateral Loan Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility “Credit Agreement,” “Loan Agreement,” “thereunder,” “thereof” or similar words referring to the Credit Agreement shall mean and the Loans and Commitments thereunder shall be deemed to refer a reference to this Agreement (as further amended, restated, modified or otherwise supplemented from time to time) and the Loans and Commitments hereunder, (ii) all obligations under each reference in the Collateral Loan Documents are reaffirmed and remain in full force and effect on to a continuous basis after giving effect “Note” or amendment or restatement thereof shall be a reference to this Agreement the applicable Note delivered hereunder, as applicable, and (iii) all security interests and liens granted under each reference to “Lender” in a Loan Document shall be a reference to the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this AgreementLender hereunder.

Amendment and Restatement. (a) The Loan PartiesOn the Fifth Amended and Restated Effective Date, the AgentOriginal Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant hereto and the Lenders other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) as in effect prior to the Fifth Amended and Restated Effective Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby agree that fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement, ) immediately before the terms and provisions effectiveness of this Agreement will be part of the Existing Debt Facility shall be Loans and hereby are amended and restated in their entirety by Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Fifth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement Agreement, provided, further, that the Obligations under the other Loan Documents shall also continue in full force and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (effect including, without limitation, clause the Obligations of each Credit Party pursuant to the Collateral Documents. All indemnification obligations of each Credit Party pursuant to the Original Credit Agreement (bas previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) of this Section 14.20), shall be superseded by this Agreement and all commitments (including any arising from a breach of the Lenders thereunder representations thereunder) shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding survive the amendment and restatement of the Existing Debt Facility by this AgreementOriginal Credit Agreement (as previously amended, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising restated or otherwise modified including in connection with the Existing Debt Facility. This Agreement is given as a substitution of, Fourth Amended and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (cRestated Credit Agreement) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect pursuant to this Agreement.

Amendment and Restatement. (a) The Loan PartiesCompanies, the Agent, Agent and the Lenders Banks hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility Credit Agreement shall be and hereby are further amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt FacilityCredit Agreement, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20)the next paragraph, shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Agreement. Notwithstanding the further amendment and restatement of the Existing Debt Facility Credit Agreement by this Agreement, the Loan Parties Companies shall continue to be liable to each Indemnitee the Agent and the Original Banks and First Restatement Banks which have not elected to continue as a party to this Agreement with respect to agreements on their the part of the Companies under the Original Agreement and Existing Debt Facility Credit Agreement to indemnify and hold harmless such Indemnitee the Agent and the Original Banks and First Restatement Banks which have not elected to continue as a party to this Agreement from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders Original Banks and First Restatement Banks which have not elected to continue as a party to this Agreement may be subject arising in connection with the Original Agreement and the Existing Debt FacilityCredit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties Companies under either the Original Agreement or the Existing Debt Facility Credit Agreement and is not intended to constitute a novation of either the Original Agreement or the Existing Debt Facility. (c) By execution Credit Agreement. Except as otherwise selected by the Companies by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Effective Date in accordance with the terms hereof, upon the Effective Date of this Agreement all amounts outstanding and owing by the Companies under the Existing Credit Agreement as of the Effective Date, shall constitute Advances hereunder accruing interest at the Base Rate hereunder and the Existing Letters of Credit shall be deemed to have been issued by the Issuing Banks as Letters of Credit pursuant to this Agreement. The parties hereto agree that (i) each the Interest Periods for all Offshore Rate Loans outstanding under the Existing Credit Agreement on the Effective Date shall be terminated, the Banks shall grant a one-time waiver of any payments required under SECTION 4.5 to the Collateral Documents Banks and the other Financing Agreements is hereby amended such that all references Companies shall furnish to the Existing Debt Facility and the Agent Interest Rate Selection Notices for existing Loans and Commitments thereunder shall Borrowing Notices for additional Loans as may be deemed to refer to this Agreement and required in connection with the allocation of Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain among Banks in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementaccordance with their Commitments.

Amendment and Restatement. (a1A(1) The Loan PartiesCompany and The Prudential Insurance Company of America (“PICA”) entered into that certain Note Purchase and Private Shelf Agreement dated as of November 10, 1993 (the “Existing 1993 Shelf Agreement”) pursuant to which the Series A Notes were originally issued. Pursuant to that certain Amended and Restated Note Purchase and Private Shelf Agreement dated as of March 1, 2002 (as amended from time to time prior to the date hereof, the Agent“Existing 2002 Shelf Agreement”) between the Company and PICA, the parties thereto amended and restated the Existing 1993 Shelf Agreement and the Lenders hereby Series A Notes became outstanding thereunder. Pursuant to that certain Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of September 9, 2004 (as amended from time to time prior to the date hereof, the “Existing 2004 Shelf Agreement”) between the Company, Prudential and PICA, the parties thereto amended and restated the Existing 2002 Shelf Agreement and the Series A Notes became outstanding thereunder. Pursuant to that certain Third Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 28, 2015 (as amended from time to time prior to the date hereof, the “Existing 2015 Shelf Agreement”) between the Company, Prudential and PICA, the parties thereto amended and restated the Existing 2004 Shelf Agreement and the Series B-1 Notes and Series B-2 Notes (collectively, the “Series B Notes”) became outstanding thereunder. Effective as of the date hereof, the parties agree that upon this agreement (this “Agreement”) amends and restates in its entirety the Existing 2015 Shelf Agreement and the Series B Notes issued under the Existing 2004 Shelf Agreement that were outstanding under the Existing 2015 Shelf Agreement will now be outstanding under this Agreement. From and after the effectiveness of this Agreement, the terms and provisions none of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 14.20), shall be superseded by this Agreement and all commitments of the Lenders thereunder shall terminate and be replaced by the Commitments hereunder. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this 1993 Shelf Agreement, the Loan Parties shall continue to be liable to each Indemnitee with respect to agreements on their part under Existing 2002 Shelf Agreement, the 2004 Existing Shelf Agreement, or the Existing Debt Facility 2015 Shelf Agreement shall be of any force or effect whatsoever except to indemnify and hold harmless such Indemnitee from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses evidence the terms pursuant to which the Agent Series B Notes were originally issued and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Loan Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and the other Financing Agreements is hereby amended such that all references were outstanding prior to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the Loans and Commitments hereunder, (ii) all obligations under the Collateral Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Collateral Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under this Agreement after giving effect to this Agreementdate hereof.