Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety 12.1 Interrelationship with the Second Amended and Restated Existing Credit Agreement. Upon As stated in the effectiveness preamble hereof, this Agreement is intended to amend and restate the provisions of this Agreementthe Existing Credit Agreement and, except as expressly modified herein, (x) all of the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof under the Second Amended and Restated Existing Credit Agreement shall continue in effect as a Purchaser Interest hereunderto apply for the period prior to the Closing Date, without including any transferdeterminations of payment dates, conveyanceinterest rates, diminution Events of Default or other modification thereto any amount that may be payable to Agent or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of Lenders, (y) the Second Amended and Restated Obligations under the Existing Credit Agreement hereby; and (ii) Seller shall continue to be liable to 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 paid or prepaid on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunderClosing Date, and is in no way intended shall from and after the Closing Date continue to constitute a novation of the Second 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. (d) 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 be owing and be a reference subject to this Agreement unless the context otherwise requires. (e) Upon the effectiveness of this Agreement, the terms of this Agreement and (z) this Agreement shall govern all aspects not be deemed to evidence or result in a novation or repayment of the facility contemplated hereinOriginal Revolving Loans and reborrowing hereunder, including, without limitation, the eligibility of Receivables purchased but Obligations under the Second Amended and Restated Existing Credit Agreement and any settlements Liens securing payment and performance thereof shall in all respects be continuing as Obligations under this Agreement and Liens securing payment and performance thereof. All references in the other Loan Documents and the Loan Documents executed in connection with the Existing Credit Agreement to (i) the Existing Credit Agreement or the "Credit Agreement" shall be made deemed to include references to this Agreement and (ii) the "Lenders" or a "Lender" or to the "Agent" shall mean such terms as defined in this Agreement. All Obligations of the Borrower under the Existing Credit Agreement shall be governed by this Agreement from and after the Closing Date. The Loan Documents delivered in connection with respect theretothis Agreement shall supersede the corresponding Loan Documents delivered in connection with the Existing Credit Agreement. The Loan Documents executed in connection with the Existing Credit Agreement that are not superseded by corresponding Loan Documents executed and delivered in connection with this Agreement shall remain in full force and effect. All references to the Existing Credit Agreement in the Loan Documents executed in connection with the Existing Credit Agreement that are not expressly superseded by deliveries of such new Loan Documents shall be deemed to refer to this Agreement.

Amendment and Restatement. (a) This On the Effective Date, (i) the Existing Revolving Credit Commitment of any Existing Lender that is not a Lender under this Agreement amends shall be terminated (and restates in its entirety any notice with respect thereto is hereby waived) and (ii) the Second Amended and Restated Agreement. Upon Existing Revolving Credit Commitment of any Existing Lender that is a Lender under this Agreement shall be amended to the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby.amount set forth on Schedule I. (b) Notwithstanding On the amendment Effective Date, the Existing Credit Agreement shall be amended and restatement of the Second Amended and Restated Agreement restated in its entirety by this Agreement: , and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) each Purchaser Interest existing on the date hereof under incurrence by 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 Parent Borrower of the amendment “Obligations” under and restatement as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Second Amended and Restated Agreement hereby; and Effective Date), (ii) Seller shall continue 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 the Purchasers and the Agent with respect to (A) all “Obligations” accrued Existing Credit Agreement prior to the date hereof Effective Date (including any failure, prior to the Effective 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 Second Amended and Restated Existing Credit Agreement and (Bif any) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) Effective Date. This Agreement is given not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated Agreement. Nothing contained herein is intended to amend, modify liabilities existing under the Existing Credit Agreement or otherwise affect evidence payment of all or any obligation portion of Seller, Servicer, any Originator or JDI (in respect of its such obligations under any Performance Undertaking) existing prior to the date hereofand liabilities. (dc) Upon the effectiveness of this AgreementThis amendment and restatement is limited as written and is not a consent to any other amendment, each reference to the Second Amended and Restated Agreement restatement or waiver, whether or not similar and, except as expressly provided herein or in any other documentLoan Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Loan Documents remain in full force and Restated Agreement and effect unless otherwise specifically amended hereby or by any settlements to be made with respect theretoother Loan Document.

Amendment and Restatement. (a) This On the Closing Date, the Existing Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Agreement shall thereafter be of no further force and provisions of effect, except that the Second Amended Grantors, the Administrative Agent and Restated the Secured Parties agree that (i) Liens created under the Existing Agreement shall, subject shall continue to this Section 14.15, exist under and be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement evidenced by this Agreement: , (iii) each Purchaser Interest existing on the date hereof under the Second Amended and Restated 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 as a Purchaser Interest hereunderwith respect to all Obligations, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of and (iv) the amendment and restatement of the Second Amended and Restated Existing Agreement hereby; and (ii) Seller shall continue to evidence any action or omission performed or required to be liable performed pursuant to the Purchasers and the Agent with respect to (A) all “Obligations” accrued Existing Agreement prior to the date hereof 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 Second Amended and Restated Existing Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) Closing Date. This Agreement is given not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated liabilities existing under the Existing Agreement. Nothing contained herein is intended . (b) The terms and conditions of this Agreement and the Administrative Agent’s and the Secured Parties’ rights and remedies under this Agreement and the other Loan Documents shall apply to amendall of the Obligations incurred under the Existing Credit Agreement as amended and restated by the Credit Agreement and the Letters of Credit issued thereunder. (c) On and after the Closing Date, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertakingi) existing prior all references to the date hereofExisting Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the 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) Upon the effectiveness of this AgreementThis amendment and restatement is limited as written and is not a consent to any other amendment, each reference to the Second Amended and Restated Agreement restatement or waiver, whether or not similar and, except as expressly provided herein or in any other documentLoan Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Loan Documents remain in full force and Restated Agreement and effect unless specifically amended hereby or by any settlements to be made with respect theretoother Loan Document.

Amendment and Restatement. (a) This On the Restatement Date the Existing Credit Agreement amends shall be amended, restated and restates superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant hereto and the Second Amended other Loan Documents executed and Restated 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 (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement. Upon Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Existing Credit Agreement, each Borrower acknowledges and agrees 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, . The Continuing Lenders constituting “Required Lenders” under the terms and provisions of the Second Amended and Restated Existing Credit Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: hereby waive (i) each Purchaser Interest existing on the date hereof requirement pursuant to Section 2.6 of the Existing Credit Agreement that the Borrowers deliver prior notice of its election to terminate the “Commitments” under the Second Amended Existing Credit Agreement 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue the requirement pursuant to be liable Section 2.8 of the Existing Credit Agreement that the Borrowers deliver prior notice of its election to the Purchasers and the Agent with respect to (A) prepay all outstanding “ObligationsAdvances” accrued to the date hereof under the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Existing Credit Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. It is the intention of each of the parties hereto that (a) This the Existing Credit Agreement amends be amended and restates restated in its entirety pursuant to this Agreement so as to preserve the Second Amended perfection and Restated Agreement. Upon priority of all security interests securing indebtedness and obligations under the effectiveness of this Existing Credit Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment that all Indebtedness and restatement Obligations of the Second Amended Borrower and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof Guarantors hereunder and under the Second Amended other Loan Documents shall be secured by the liens and Restated 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 Existing Credit Agreement (or serve to terminate Section 10.3 of the Existing Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as 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 constitutes an amendment of the Existing 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 Documents shall continue in effect as a Purchaser Interest hereunderfull force and effect. This Agreement restates and replaces, without in its entirety, the Existing Credit Agreement; from and after the Closing Date, any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify reference in any of the Purchasers or the Agent in connection with events or conditions arising or existing prior other Loan Documents to the effective date of “Credit Agreement” or any like term shall be deemed to refer to this Agreement, including, but not limited to, those events and conditions . Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in Article X thereof. (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased entirety such Lender’s “Revolving Commitment” under the Second Amended and Restated Existing Credit Agreement and any settlements to be made with respect thereto(if any).

Amendment and Restatement. (a) This On the Closing Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of 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 provisions conditions of this Agreement and the Second Amended other Loan Documents and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to except as expressly stated herein or amended, the Purchasers other Loan Documents are ratified and the Agent confirmed as remaining unmodified and in full force and effect with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated liabilities existing under the Existing Credit 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. (db) Upon On and after the effectiveness Closing Date, (i) all references to the Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated), (ii) all references to any section (or subsection) of the 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, each reference 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 the Second Amended and Restated Agreement any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other documentLoan Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Loan Documents remain in full force and Restated Agreement and effect unless specifically amended hereby or by any settlements to be made with respect theretoother Loan Document.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the constitutes an amendment and restatement of the Second Amended Existing Credit Agreement effective from and Restated after the Closing Date. The execution and delivery of this Agreement by this Agreement: (i) each Purchaser Interest existing on shall not constitute a novation of any indebtedness or other obligations owing to the date hereof lenders or the administrative agent under the Second Amended and Restated Existing Credit Agreement shall continue in effect as a Purchaser Interest hereunder, without any transfer, conveyance, diminution based on facts or other modification thereto or effect thereon events occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date execution and delivery of this Agreement. The parties hereto agree that, includingon the Closing Date, but not limited tothe following shall be deemed to occur automatically, those events without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and conditions set forth restated in Article X thereof. its entirety pursuant to this Agreement; (b) the loans and any other obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and be deemed to obligations outstanding hereunder; and (c) This all references in the other Loan Documents to the Existing Credit Agreement is given shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made in substitution for the Second Amended and Restated Agreement and not as payment of any accordance with Section 10.02 of the Existing Credit Agreement. All loans and other obligations of Seller thereunder, the Borrower and is in no way intended to constitute a novation Guarantors outstanding as of the Second 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 Closing Date under any Performance Undertaking) existing prior to the date hereof. (d) 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 Existing Credit Agreement shall govern all aspects be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Closing Date, reflect the Commitments of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect theretoLenders hereunder.

Amendment and Restatement. (a) This Agreement amends constitutes an amendment and restates in its entirety restatement of the Second Amended Existing Credit Agreement, effective from and Restated Agreementafter the Restatement Date. Upon The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the effectiveness Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Date, the terms credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and provisions restated in their entirety by the facilities described herein, and all loans and other obligations of the Second Amended Borrower outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans and Restated Agreement shallobligations outstanding under the corresponding facilities described herein, subject to this Section 14.15without any further action by any Person, be superseded herebyexcept that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Date, reflect the respective Revolving Commitment of the Lenders hereunder. (b) Notwithstanding Each Loan Party acknowledges and agrees that the security interests and Liens (as defined in the Existing Credit Agreement) granted to the Administrative Agent pursuant to the Existing Credit Agreement and the other Collateral Documents (as defined in the Existing Credit Agreement), shall remain outstanding and in full force and effect, without interruption or impairment of any kind, in accordance with the Existing Credit Agreement and shall continue to secure the Obligations. (c) The Parent and each of its Subsidiaries acknowledge and agree that any causes of action or other rights created in favor of any Lender and its successors 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. All indemnification obligations of the Parent and its Subsidiaries arising pursuant to the Existing Credit Agreement shall survive the amendment and restatement of the Second Amended and Restated Existing Credit Agreement by pursuant to 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second First Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second First Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second First Amended and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof under the Second 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 amendment and restatement of the Second First Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated Earlier Purchase Agreement and (B) all agreements on the part of the Seller under the Second First Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second First Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second First 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. (d) Upon the effectiveness of this Agreement, each reference to the Second 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second First Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends In order to facilitate this amendment and restates in its entirety restatement and otherwise to effectuate the Second Amended desires of the Borrowers, the Administrative Agent and Restated Agreement. Upon the effectiveness of this AgreementLenders: The Borrowers, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Second Amended Existing Credit Agreement shall be and Restated Agreement shallhereby are amended and restated in their entirety by the terms, subject to conditions and provisions of this Section 14.15Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded hereby. (b) by this Agreement. Notwithstanding the this amendment and restatement of the Second Amended Existing Credit Agreement, including anything in this Section 11.24, and Restated of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement by this and referred to herein, individually or collectively, as the “Prior Loan Documents”), (a) all Obligations (as defined in the Existing Credit Agreement: ) outstanding under the Existing Credit Agreement and other Prior Loan Documents (ithe “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (b) each Purchaser Interest existing on the date hereof under the Second Amended and Restated of this 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to Notes and any other Loan Document (Aas defined herein) all “Obligations” accrued to the date hereof under the Second Amended that is amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent restated in connection with events this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrowers under the Existing Credit Agreement or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events any other Prior Loan Document and conditions set forth in Article X thereof. (c) This Agreement is given in substitution for neither the Second Amended execution and Restated Agreement and not as payment delivery of such documents nor the consummation of any of the obligations of Seller thereunder, and other transaction contemplated hereunder is in no way intended to constitute a novation of the Second Amended Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. The parties hereby agree that (i) on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and Restated Agreement. Nothing contained herein is intended (ii) the transactions contemplated under this Section 11.24 shall not give rise to amend, modify or otherwise affect any obligation of Seller, Servicer, the Borrowers to make any Originator payment under Section 3.04 or JDI 3.05 of the Existing Credit Agreement (in other than with respect of its to obligations under to make such payments to any Performance Undertaking) existing prior lender party to the date hereof. (d) Upon the effectiveness of Existing Credit Agreement who is not also a party to 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This On the Restatement Date, the Existing Credit Agreement amends shall be amended, restated and restates superseded in its entirety entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant to Section 3.1 and the Second Amended other Loan Documents executed and Restated delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement. Upon ) under the Existing Credit Agreement as in effect prior to the Restatement 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 fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement, Agreement all loans and letters of credit outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and provisions conditions set forth in this Agreement. Without limitation of the Second Amended foregoing, each of the Company and Restated Agreement shall, subject to this Section 14.15, be superseded herebyeach other Loan Party hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Restatement Date secure all Obligations hereunder. (b) Notwithstanding On and after the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: Restatement Date, (i) each Purchaser Interest existing on reference in 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable Loan Documents to the Purchasers and the Agent with respect to (A) all “ObligationsCredit Agreement”, “thereunder”, “thereof” accrued or similar words referring to the date hereof under the Second Amended and Restated Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 and (ii) each reference in the context otherwise requires. (e) Upon the effectiveness of Loan Documents to a “Note” shall mean and be a Note as defined in this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends is intended to amend and restates restate and supersede and replace in its entirety the Second Amended Existing Credit Agreement, without novation, with the Commitments set forth herein and Restated the Lenders and L/C Issuers party hereto. Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof shall cease to be a Lender on the Closing Date upon payment of all amounts (except principal) due to it under Section 4.01(d) and all amounts of principal owing to it under Section 10.21(b). Without limiting the generality of the foregoing, on the Closing Date, each Lender listed on the signature pages hereof not previously party to the Existing Credit Agreement 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. Upon , in order to effect the effectiveness 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 Letters of Credit in accordance with this Agreement and (ii) all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Existing Credit Agreement, including all accrued and unpaid Letter of Credit Fees under (and as defined in) Section 2.3(h) of the Existing Credit Agreement, fronting fees under (and as described in ) Section 2.3(i) of the Existing Credit Agreement and all fees and expenses outstanding under Section 10.04(a) and Section 10.4(b) of the Existing Credit Agreement and other similar costs and expenses, will be due and payable on the Closing Date. The Letters of Credit (undrawn or drawn but as yet unreimbursed as of the Closing Date) outstanding under the Existing Credit Agreement on the Closing Date, which are specified on Schedule 1.02, shall, following the satisfaction of all conditions precedent as set forth in Section 4.01 to the initial Credit Extension hereunder, be deemed to constitute Letters of Credit issued hereunder in the same manner and subject to the same terms and provisions conditions as if issued initially as Letters of the Second Amended and Restated Agreement shall, subject Credit pursuant to this Section 14.15, be superseded hereby2.03. (b) Notwithstanding On the amendment Closing Date, each “Tranche 1 Loan” and restatement “Tranche 2 Loan” under the Existing Credit Agreement shall be deemed to be a Loan hereunder. Each Lender hereunder shall have the Applicable Percentage as set forth in Schedule 2.01. Each Lender having Loans outstanding on the Closing Date and whose Applicable Percentage in respect of such Loans has been decreased on the Second Amended Closing Date, and Restated each Lender under the Existing Credit Agreement by this Agreement: not continuing as a Lender hereunder, shall be deemed to have assigned on the Closing Date, without recourse, ratably to each Lender increasing its Commitment (an “Increasing Lender”) and to any new Lender with a Commitment (a “New Lender”) on the Closing Date such ratable portion of such Loans as shall be necessary to effectuate such adjustment. Each Increasing Lender and each New Lender on the Closing Date shall (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 be deemed to occur by reason have assumed such ratable portion of the amendment such Loans and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable fund on the Closing Date such assumed amounts to the Purchasers and Administrative Agent for the Agent account of each such assigning Lender in accordance with respect the provisions hereof in the amount notified to (A) all “Obligations” accrued to such Increasing Lender or New Lender by the date hereof under the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereofAdministrative Agent. (c) This Agreement is given in substitution for the Second Amended The Company ratifies, affirms and Restated Agreement and not as payment acknowledges all of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended and Restated Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (its Obligations in respect of its obligations under any Performance Undertaking) existing prior the Existing Letters of Credit and related Issuer Documents, and the Lenders shall be deemed to have participating interests in the date hereofExisting Letters of Credit and related Issuer Documents as of the Closing Date in accordance with their Applicable Percentage as reflected in Schedule 2.01 attached hereto. (d) Upon All previously outstanding promissory notes under the effectiveness Existing Credit Agreement will be deemed cancelled upon the occurrence of this Agreementthe Closing Date and the issuance of the Notes hereunder. Additionally, each reference those Lenders party hereto which are also party to the Second Amended and Restated Existing Credit Agreement in hereby waive 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased prior notice requirement under the Second Amended and Restated Existing Credit Agreement and any settlements to be made with respect theretoto the termination of commitments thereunder and the making of any prepayments thereunder.

Amendment and Restatement. (a) This As of the date hereof, with effect immediately upon the consummation of the Refinancing, this Agreement amends shall amend, and restates in its entirety restate as amended, the Second Amended Existing Guarantee and Restated Agreement. Upon the effectiveness of this Collateral Agreement, but shall not constitute a novation thereof or in any way impair or otherwise affect the terms and provisions rights or obligations of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. parties thereunder (b) Notwithstanding the amendment and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent including with respect to representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby (A) the “Amendment and Restatement”). The Existing Guarantee and Collateral Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all “Obligations” accrued documents, instruments and agreements delivered pursuant to the date hereof under the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective Existing Guarantee and Collateral Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not delivery or such other date as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) Upon the effectiveness of this Agreement, each reference to the Second Amended and Restated Agreement in any other contemplated by such document, instrument or agreement executed and/or delivered to the same extent as if the modifications to the Existing Guarantee and Collateral Agreement contained herein were set forth in connection therewith shall mean an amendment to the Existing Guarantee and be Collateral Agreement in a reference customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to this Agreement unless the context otherwise requires. (e) Upon terms of the effectiveness of Credit Agreement, the Existing Credit Agreement, this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitationExisting Guarantee and Collateral Agreement, the eligibility of Receivables purchased under Senior Secured Note Documents, any Other Pari Passu Lien Obligations Agreements, the Second Amended and Restated Term/Note Intercreditor Agreement and any settlements to be made with respect or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto, as the case may be.

Amendment and Restatement. (a) This On the Restatement Effective Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of the Second Amended and Restated Agreement shalleffect, subject except to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: evidence (i) each Purchaser Interest existing on the date hereof incurrence by the Borrower of the obligations under the Second Amended and Restated Existing Credit Agreement shall continue in effect (whether or not such obligations are contingent 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and Restatement Effective Date), (ii) Seller 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 liable to secured by Liens evidenced under the Purchasers 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 Agent with respect to (A) all “Obligations” accrued to Administrative Agent’s and the date hereof Lenders’ rights and remedies under the Second Amended and Restated this Agreement and (B) the other Loan Documents shall apply to all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is in no way intended not a consent to constitute a novation any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the Second Amended Loan Documents shall continue in full force and Restated Agreement. Nothing contained herein is intended to amendeffect and, modify or otherwise affect any obligation of Sellerfrom and after the Restatement Effective Date, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertaking) existing prior all references to the date hereof. (d) Upon the effectiveness of “Credit Agreement” contained therein shall be deemed to refer to 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends is an amendment and restates in its entirety restatement of the Second Amended Original Credit Agreement and Restated is not a novation of the Original Credit Agreement. Upon This Agreement reflects amendments to the effectiveness Original Credit Agreement that have been agreed upon by the parties thereto and has been restated solely for the purposes of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded herebyincorporating such amendments in a consolidated format. (b) Notwithstanding the amendment and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable All references to the Purchasers and the Agent with respect to (A) all “ObligationsCredit Agreement” accrued or similar references to the date hereof under the Second Amended and Restated Original Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify in any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 Loan Documents shall mean and be a reference to this Agreement unless the context otherwise requiresAgreement, as it may be further amended, supplemented, restated or replaced from time to time, without any requirement to amend such Loan Documents. (ec) Upon All Obligations (as defined in the effectiveness Original Credit Agreement) under the Original Credit Agreement shall be continuing with only the terms thereof being modified as provided in this Agreement, and 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 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 subject to the terms and conditions of this Agreement. Interest and fee pricing with respect to 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 Borrowings from and after the Effective Date shall be as set out in this Agreement. Each Loan Party hereby acknowledges, ratifies, and confirms that as of the Effective Date, the terms of this Agreement shall govern all aspects aggregate principal balance of the facility contemplated hereinPre-Existing Borrowings, includingand the allocation thereof between the Lenders, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect theretois as set forth on Schedule 1.7(c) hereto.

Amendment and Restatement. (a) This Each 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 Original Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of 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 provisions conditions of this Agreement and the Agent’s and the Lenders’ rights and remedies under this Agreement and the other Transaction Documents shall apply to all of the Second Amended obligations incurred under the Original Credit Agreement. This amendment and Restated Agreement shallrestatement is limited as written and is not a consent to any other amendment, subject restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Transaction Documents shall continue in full force and effect and, from and after the Restatement Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Section 14.15Agreement. Additionally, be superseded hereby. in connection with the foregoing, the Agent consents to (bi) Notwithstanding the amendment and restatement of the Second Amended Original Parent Guaranty and Restated Agreement by this Agreement: (iii) 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 amendment and restatement of (a) the Second Amended first amended and Restated Agreement hereby; and restated limited liability company agreement of the Borrower (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to as in effect on the date hereof under the Second Amended and Restated Agreement hereof) and (Bb) all agreements on the part second amended and restated limited liability company agreement of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent (as in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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 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 (das amended and restated on the date hereof) Upon and the obligations contained therein shall remain in full effect (as amended and restated) as of the Restatement Date and shall survive the termination of the Transaction Documents in effect immediately prior to the effectiveness of this Agreement, each reference . [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm 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 requirescompany if publicly disclosed. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness By execution of this Agreement, the terms Company and provisions each of the Second Amended other Loan Parties acknowledging below agrees that: (a) the Existing Credit Agreement is incorporated herein by reference, and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable in full force and effect except as expressly modified hereby; (b) all Loan Documents, as defined in the Existing Credit Agreement, with or relating to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify Company or any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated hereinGuarantor, including, without limitation, those documents listed on Schedule 11.20 are incorporated by reference into the eligibility Loan Documents and shall continue to be Loan Documents hereunder and in full force and effect, except to the extent expressly modified hereby; (c) except to the extent expressly modified as provided above, it reaffirms and ratifies all of Receivables purchased its agreements in the Existing Credit Agreement and Loan Documents, as defined in the Existing Credit Agreement (the “Existing Loan Documents”); (d) each reference in the Existing Loan Documents, and any terms defined in the Existing Loan Documents by reference to terms in the Existing Credit Agreement, shall be deemed to be references to this Agreement and the terms defined in this Agreement; (e) Agent is authorized in its own name or in the name of the Company and other Loan Parties, in Agent’s discretion and from time to time, to make such notations on or modifications to the Existing Loan Documents to reflect the intentions of the parties as expressed herein; and (f) to the extent necessary or desirable to give effect to the intent of the parties under the Second Amended and Restated this Agreement and any settlements Existing Loan Documents (including, without limitation, any Security Document included therein), this Agreement and the other Loan Documents shall construed as an amendment to be made with respect theretothe Existing Credit Agreement and other Existing Loan Documents, it being the intent of the parties that, without further action, collateral security in which Agent and/or Lenders were granted a Lien under any Existing Loan Documents shall continue secure the relevant obligations of the Loan Parties under this Agreement and the other Loan Documents.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety Effective immediately upon the Second Amended and Restated Agreement. Upon the effectiveness of this AgreementClosing Date, the terms and provisions conditions of the Second Amended Existing Credit Agreement shall be amended and Restated restated as set forth herein and the Existing Credit Agreement shall, subject to this Section 14.15, shall be superseded hereby. (b) Notwithstanding by this Credit Agreement. On the amendment Closing Date, the rights and restatement obligations of the Second Amended and Restated parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement: (i) each Purchaser Interest existing on Credit Agreement and the date hereof other Loan Documents and the grant of security interests and Liens in the Collateral by the Borrowers and the Guarantors under the Second Amended Existing Credit Agreement and Restated Agreement the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be governed by this Credit Agreement and the other Loan Documents. All Obligations (as a Purchaser Interest hereunder, without any transfer, conveyance, diminution or defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other modification thereto or effect thereon occurring or being deemed to occur by reason of “Loan Documents” (as defined in the amendment and restatement of the Second Amended and Restated Agreement hereby; and (iiExisting Credit Agreement) Seller shall continue to be liable outstanding except as expressly modified by this Agreement and shall be governed in all respects by this Credit 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 Credit Agreement or any other “Loan Document” (as defined in the Existing Credit Agreement), nor does it operate as a waiver of any right, power or remedy of the Agent or any Lender under any “Loan Document” (as defined in the Existing Credit Agreement). All references to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) Upon the effectiveness of this Agreement, each reference to the Second Amended and Restated Existing Credit Agreement in any Loan Document or other document, document or instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference deemed to refer to this Agreement unless the context otherwise requires. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Credit Agreement and any settlements to be made with respect theretothe provisions hereof.

Amendment and Restatement. (a) This On the Effective Date, (i) the Existing Revolving Credit Commitment of any Existing Lender that is not a Lender under this Agreement amends shall be terminated (and restates in its entirety any notice with respect thereto is hereby waived) and (ii) the Second Amended and Restated Agreement. Upon Existing Revolving Credit Commitment of any Existing Lender that is a Lender under this Agreement shall be amended to the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby.amount set forth on Schedule I. (b) Notwithstanding On the amendment Effective Date, the Existing Credit Agreement shall be amended and restatement of the Second Amended and Restated Agreement restated in its entirety by this Agreement: , and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) each Purchaser Interest existing on the date hereof under incurrence by 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 Parent Borrower of the amendment “Obligations” under and restatement as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Second Amended and Restated Agreement hereby; and Effective Date), (ii) Seller shall continue 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 the Purchasers and the Agent with respect to (A) all “Obligations” accrued Existing Credit Agreement prior to the date hereof Effective Date (including any failure, prior to the Effective 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 Second Amended and Restated Existing Credit Agreement and (Bif any) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) Effective Date. This Agreement is given not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated Agreement. Nothing contained herein is intended to amend, modify liabilities existing under the Existing Credit Agreement or otherwise affect evidence payment of all or any obligation portion of Seller, Servicer, any Originator or JDI (in respect of its such obligations under any Performance Undertaking) existing prior to the date hereofand liabilities. (dc) Upon the effectiveness of this AgreementThis amendment and restatement is limited as written and is not a consent to any other amendment, each reference to the Second Amended and Restated Agreement restatement or waiver, whether or not similar and, except as expressly provided herein or in any other documentLoan Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Loan Documents remain in full force and Restated Agreement and effect unless otherwise specifically amended hereby or by any settlements to be made with respect thereto.other Loan Document

Amendment and Restatement. (a) This On the Restatement Effective Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of effect, except that the Second Amended Borrower, the Guarantors, the Administrative Agent, the L/C Issuers and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: Lenders agree that (i) each Purchaser Interest existing on the date hereof incurrence by the Borrower of “Obligations” under and as defined in the Second Amended and Restated Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Restatement Effective Date) shall continue in effect as a Purchaser Interest hereunder, without any transfer, conveyance, diminution or to exist under and be evidenced by this Agreement and the other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment Loan Documents and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to except as expressly stated herein or otherwise amended, the Purchasers other Loan Documents are ratified and the Agent confirmed as remaining unmodified and in full force and effect with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated 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 Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement. Nothing contained herein is intended to amend. (c) On and after the Restatement Effective Date, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertakingi) existing prior all references to the date hereofExisting Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated) and (ii) all references to any section (or subsection) of the 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) Upon the effectiveness of this Agreement, each reference to the Second Amended and Restated Agreement Except as expressly provided herein or in any other documentLoan Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Loan Documents remain in full force and Restated Agreement and effect unless specifically amended hereby or by any settlements to be made with respect theretoother Loan Document.

Amendment and Restatement. (a) This Each 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 Original Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of 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 provisions conditions of this Agreement and the Agent’s and the Lenders’ rights and remedies under this Agreement and the other Transaction Documents shall apply to all of the Second Amended obligations incurred under the Original Credit Agreement. This amendment and Restated Agreement shallrestatement is limited as written and is not a consent to any other amendment, subject restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Transaction Documents shall continue in full force and effect and, from and after the Restatement Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Section 14.15Agreement. Additionally, be superseded hereby. in connection with the foregoing, the Agent consents to (bi) Notwithstanding the amendment and restatement of the Second Amended Original Parent Guaranty and Restated Agreement by this Agreement: (iii) 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 amendment and restatement of (a) the Second Amended first amended and Restated Agreement hereby; and restated limited liability company agreement of the Borrower (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to as in effect on the date hereof under the Second Amended and Restated Agreement hereof) and (Bb) all agreements on the part second amended and restated limited liability company agreement of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent (as in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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 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 (das amended and restated on the date hereof) Upon and the obligations contained therein shall remain in full effect (as amended and restated) as of the Restatement Date and shall survive the termination of the Transaction Documents in effect immediately prior to 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Credit Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the constitutes an amendment and restatement of the Second Amended Existing Credit Agreement effective from and Restated after the Phase 2 Closing Date. The execution and delivery of this Credit Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof shall not constitute a novation of any indebtedness or other obligations owing to any Lender under the Second Amended and Restated Existing Credit Agreement shall continue in effect as a Purchaser Interest hereunder, without based on any transfer, conveyance, diminution facts or other modification thereto or effect thereon events occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date execution and delivery of this Credit Agreement. On the Phase 2 Closing Date, includingthe credit facilities described in the Existing Credit Agreement shall be amended and supplemented by the facilities described herein, but not limited to, those events and conditions set forth in Article X thereof. (c) This Agreement is given in substitution for the Second Amended all Loans and Restated Agreement and not as payment of any other obligations of the Borrowers and Guarantors outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and obligations of Seller thereunderoutstanding under the corresponding facilities described herein, and is in no way intended to constitute a novation of the Second Amended and Restated Agreementwithout further action by any Person. Nothing contained herein is intended to amend, modify or Unless 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. (d) Upon the effectiveness of this Agreement, each reference to the Second Amended and Restated Agreement provided in any other documentTransaction Document, instrument or agreement executed and/or delivered 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 connection therewith the manner provided in the Existing Credit Agreement but shall mean 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 a 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 this Agreement unless the context otherwise requires. (e) Upon the effectiveness of this Existing Credit Agreement, and to the capitalized terms of this as defined in the Existing Credit Agreement shall govern all aspects of the facility contemplated herein, (including, without limitation, the eligibility terms “Loans” and “Obligations”) shall be deemed to refer to and mean this Credit Agreement, and such capitalized terms as defined and used in this Credit Agreement. Each Borrower and Guarantor further confirms and agrees that all such Transaction Documents are 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 Receivables purchased its commitments in any such Transaction Document, and (ii) reaffirms each pledge and grant of a security interest made in favor of the Administrative Agent under or in connection with the Second Amended and Restated Existing Credit Agreement and any settlements Transaction Documents entered into in connection therewith and agrees that notwithstanding the amendment and restatement of this Credit Agreement such pledges and grants in favor of the Administrative Agent shall continue in full force and effect. The amount of each Lender’s Commitment, as of the 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 be made make all payments and fundings which Administrative Agent and the Lenders must make to reallocate the Commitments, the outstanding Loans and the other Obligations in respect thereof among the Lenders in accordance with respect theretotheir respective Commitments as set forth on Schedule 1.1.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions Each of the Second Amended Consenting Existing Lenders has executed and Restated delivered to the Administrative Agent and the Borrower a signature page to the Existing Lender Consent pursuant to which such Consenting Existing Lender has consented to the amendment and restatement of the Existing Credit Agreement shall, subject to this Section 14.15, be superseded effected hereby. (b) Notwithstanding As of the Closing Date, this Agreement shall amend, and restate as amended, the Existing 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 Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the 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 Existing Credit Agreement contained herein were set forth in an amendment to the Existing 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 Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. (c) Each Existing Lender, as to itself, hereby waives any indemnity claim for breakage costs under Section 2.16 of the Existing Credit Agreement in connection with any Breakage Event resulting from any payment in respect of its Loans (as defined in the Existing Credit Agreement) in connection with the amendment and restatement of the Second Amended and Restated Existing Credit 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 amendment and restatement of the Second Amended and Restated Agreement effected hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends In order to facilitate this amendment and restates in its entirety restatement and otherwise to effectuate the Second Amended desires of the Borrowers, the Administrative Agent and Restated Agreement. Upon the effectiveness of this AgreementLenders: The Borrowers, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Second Amended Existing Credit Agreement shall be and Restated Agreement shallhereby are amended and restated in their entirety by the terms, subject to conditions and provisions of this Section 14.15Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded hereby. (b) by this Agreement. Notwithstanding the this amendment and restatement of the Second Amended Existing Credit Agreement, including anything in this Section 10.22, and Restated of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement by this and referred to herein, individually or collectively, as the “Prior Loan Documents”), (a) all Obligations (as defined in the Existing Credit Agreement: ) outstanding under the Existing Credit Agreement and other Prior Loan Documents (ithe “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (b) each Purchaser Interest existing on the date hereof under the Second Amended and Restated of this 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to Notes and any other Loan Document (Aas defined herein) all “Obligations” accrued to the date hereof under the Second Amended that is amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent restated in connection with events this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrowers and each Loan Party under the Existing Credit Agreement or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events any other Prior Loan Document and conditions set forth in Article X thereof. (c) This Agreement is given in substitution for neither the Second Amended execution and Restated Agreement and not as payment delivery of such documents nor the consummation of any of the obligations of Seller thereunder, and other 67484784_12 transaction contemplated hereunder is in no way intended to constitute a novation of the Second Amended Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. The parties hereby agree that (i) on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and Restated Agreement. Nothing contained herein is intended (ii) the transactions contemplated under this Section 10.22 shall not give rise to amend, modify or otherwise affect any obligation of Seller, Servicer, the Borrowers to make any Originator payment under Section 3.04 or JDI 3.05 of the Existing Credit Agreement (in other than with respect of its to obligations under to make such payments to any Performance Undertaking) existing prior lender party to the date hereof. (d) Upon the effectiveness of Existing Credit Agreement who is not also a party to 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the is an amendment and restatement of the Second Amended Existing Credit Agreement, it being acknowledged 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 agreed that 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 amendment and restatement of Closing Date, all obligations outstanding under or in connection with the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated Existing Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or other Loan Documents (such obligations, collectively, the Agent in connection with events or conditions arising or existing prior to the effective date of “Existing Obligations”) constitute obligations under this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) . This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended Existing Credit Agreement or the Existing Obligations. With respect to (i) any date or time period occurring 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 ending prior to the Closing Date, the Existing Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect, and (ii) any date hereof. (d) Upon or time period occurring or ending on or after the effectiveness Closing Date, the rights and obligations 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 parties hereto shall mean and be a reference to governed by this Agreement unless the context otherwise requires. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility exhibits and schedules hereto) and the other Loan Documents. From and after the Closing Date, any reference to the Existing Credit Agreement in any of Receivables purchased under the Second Amended other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and Restated the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Existing Credit Agreement. (b) Without limiting the generality of this Section 10.20, the parties hereto agree that (i) all Existing Obligations outstanding as at the Closing Date shall, as of the Closing Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and (ii) each of the other Loan Documents (other than the Existing Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended (except as otherwise expressly set forth therein), except that (A) any references therein to the Existing Credit Agreement shall be deemed to refer to this Agreement, and (B) any security granted or guarantee given pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents shall continue to secure or guarantee, as applicable, the obligations of the Loan Parties arising pursuant to or in connection with this Agreement (including all such obligations arising initially pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents). (c) Notwithstanding anything to the contrary contained in this Agreement, any settlements Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement (including in connection with the amendment and restatement of the Existing Credit Agreement), pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (d) Notwithstanding the foregoing, the parties hereto agree that effective as of the Closing Date, Amendment No. 2 is hereby terminated and no further force and effect, and all amendments made to the Existing Credit Agreement and the other Loan Documents pursuant to Amendment No. 2 (except for the amendments set forth in Section 2(a) thereof) shall be made rescinded as of the Closing Date and of no further force and effect as of the Closing Date. (e) Notwithstanding the foregoing, the parties hereto agree that effective as of the Closing Date, (i) the Security Agreement is hereby amended by deleting the reference to “$50,000” in Section 6(b) thereof and replacing it with respect thereto“$250,000”, and (b) the Canadian Security Agreement is hereby amended by deleting the reference to “$50,000” in Section 6(b) thereof and replacing it with “$250,000”.

Amendment and Restatement. (a) This Agreement amends In order to facilitate this amendment and restates in its entirety restatement and otherwise to effectuate the Second Amended desires of the Borrower, the Administrative Agent and Restated Agreement. Upon the effectiveness of this AgreementLenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Second Amended Existing Credit Agreement shall be and Restated Agreement shallhereby are amended and restated in their entirety by the terms, subject to conditions and provisions of this Section 14.15Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded hereby. (b) by this Agreement. Notwithstanding the this amendment and restatement of the Second Amended Existing Credit Agreement, including anything in this Section 10.20, and Restated of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement by this Agreement: and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) each Purchaser Interest existing on all Obligations (as defined in the date hereof Existing Credit Agreement) outstanding under the Second Amended Existing Credit Agreement and Restated Agreement other Prior Loan Documents (the “Existing Obligations”) shall continue in effect as a Purchaser Interest hereunderObligations hereunder to the extent not repaid on or before the Closing Date, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers each of this Agreement and the Agent with respect to Notes and any other Loan Document (Aas defined herein) all “Obligations” accrued to the date hereof under the Second Amended that is amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent restated in connection with events or conditions arising or existing prior to the 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 in as a substitution for the Second Amended and Restated Agreement for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any of the obligations of Seller thereunder, and other transaction contemplated hereunder is in no way intended to constitute a novation of the Second Amended Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and Restated Agreementthe Borrower shall furnish to the Administrative Agent Committed Loan Notices selecting the interest rates for existing Loans. Nothing contained herein is intended The Existing Lenders agree that the transactions contemplated by this Agreement shall not give rise to amend, modify or otherwise affect any obligation of Sellerthe Borrower to make any payment under Section 3.4 of the Existing Credit Agreement. The parties hereby agree that, Serviceron the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Originator or JDI Loans 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 Assignments and Assumptions (as defined in respect of its obligations the Existing Credit Agreement) under any Performance Undertaking) existing prior the Existing Credit Agreement. Notwithstanding anything to the date hereof. (d) Upon contrary in Section 10.6 of the effectiveness Existing Credit Agreement or Section 10.06 of this Agreement, each reference to the Second Amended no other documents or instruments, including any Assignment and Restated Agreement in any other documentAssumption, instrument or agreement shall be executed and/or delivered in connection therewith with these assignments (all of which requirements are hereby waived), and such assignments 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements 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 theretoto 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 such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety It is the Second Amended and Restated Agreement. Upon the effectiveness intention of this Agreement, the terms and provisions each of the Second Amended parties hereto that the Existing Credit Agreement be amended and Restated Agreement shall, subject restated so as to this Section 14.15, be superseded hereby. (b) Notwithstanding preserve the amendment perfection and restatement priority of the Second Amended all security interests securing indebtedness and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof obligations 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated Existing Credit Agreement and that all Indebtedness and Obligations (Bother than Excluded Swap Obligations) all agreements on of Holdings and its Subsidiaries hereunder and thereunder shall be secured by the part of the Seller under the Second Amended Collateral Documents and Restated that this Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but does not limited to, those events and conditions set forth in Article X thereof. (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated liabilities existing under the Existing Credit 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. (d) 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 aspects Each of the facility contemplated herein, Credit Parties confirms for the benefit of the Secured Parties (including, without limitation, any future Lender) that the eligibility Collateral Documents shall continue in full force and effect and each of Receivables purchased under the Second Amended Credit Parties hereby acknowledges and Restated agrees that the Collateral and Liens granted by it pursuant to or in connection with the Existing Credit Agreement shall remain continuous and unaffected in accordance with the provisions of the Collateral Documents and such Collateral or Liens shall maintain the priority ranking originally achieved and shall not be discharged or released, and that the obligations secured thereunder will be the obligations defined as such in the Collateral Documents as those obligations have been amended (which includes any new commitments and/or the increase of any commitments) pursuant to this Agreement and any settlements amended or new Credit Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 10.5 of the Existing Credit Agreement. Each term defined by reference to the Existing Credit Agreement or any other Credit Document shall have the meaning given to such term in the Existing Credit Agreement or such other Credit Document as such may be made amended. In addition, unless specifically amended hereby or by the Second Amendment, each of the Credit Documents and the Exhibits and Schedules to the Existing Credit Agreement shall continue in full force and effect except that, from and after the Second Amendment Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. Lender Second Amendment Effective Date Term Loan Commitment Pro Rata Share ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA $ 952,749,999.73 100% Holdings and any of its Subsidiaries c/o Tronox Limited (ACN 153 348 111) ▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General CounselRichard ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ in each case, with respect a copy to: ▇▇▇▇▇▇▇▇ & EllisMcDermott Will & ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ York 10173 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Facsimile: 214646-446439-64609237 ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, Administrative Agent’s Principal Office and as Lender: ▇▇▇▇▇▇▇ SACHS BANK USA c/o Goldman, ▇▇▇▇▇ & Co. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 5th Floor Jersey City, NJ 07302 Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇.▇▇▇▇@▇▇.▇▇▇ with a copy to: ▇▇▇▇▇▇▇ SACHS BANK USA as Administrative Agent and Collateral Agent, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Facsimile: 212-902256-30002205 Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇▇▇ ▇. ▇▇▇▇▇▇ Dr., Suite 5800 Chicago, IL 60606 Attention: ▇▇▇▇ ▇▇▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ CONSENT TO THIRD AMENDMENT (this “Consent”) to the Third Amendment to Credit and Guaranty Agreement (the “Amendment”) by and among TRONOX PIGMENTS (NETHERLANDS) B.V., TRONOX LIMITED (ACN 153 348 111), the Lenders party thereto., ▇▇▇▇▇▇▇ SACHS BANK USA, as Administrative Agent (“Administrative Agent”), and the GUARANTORS listed on the signature pages thereto, which amends that Credit and Guaranty Agreement dated as of February 8, 2012 (as amended through the Third Amendment Effective Date without giving effect to the amendments set forth in the Amendment, the “Existing Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Amendment. The undersigned Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Amendment and Restatement. It is the intention of each of the parties hereto that (a) This the Existing Credit Agreement amends be amended and restates restated in its entirety pursuant to this Agreement so as to preserve the Second Amended perfection and Restated Agreement. Upon priority of all security interests securing indebtedness and obligations under the effectiveness of this Existing Credit Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment that all Indebtedness and restatement Obligations of the Second Amended Borrower and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof Guarantors hereunder and under the Second Amended other Loan Documents shall be secured by the liens and Restated 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 Existing Credit Agreement (or serve to terminate Section 10.3 of the Existing Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as 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 constitutes an amendment of the Existing 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 Documents shall continue in effect as a Purchaser Interest hereunderfull force and effect. This Agreement restates and replaces, without in its entirety, the Existing Credit Agreement; from and after the Closing Date, any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify reference in any of the Purchasers or the Agent in connection with events or conditions arising or existing prior other Loan Documents to the effective date of “Credit Agreement” or any like term shall be deemed to refer to this Agreement, including, but not limited to, those events and conditions . Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I(a) hereto replaces in Article X thereof. (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased entirety such Lender’s “Revolving Commitment” under the Second Amended and Restated Existing Credit Agreement and any settlements to be made with respect thereto.(if any). US-DOCS\51545218.9

Amendment and Restatement. (a) This On the Bridge Funding Date, the Existing Bridge Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Bridge Credit Agreement shall thereafter be of no further force and provisions of the Second Amended and Restated Agreement shalleffect, subject except to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: evidence (i) each Purchaser Interest existing on the date hereof under incurrence by 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 Borrower of the amendment “Obligations” under and restatement as defined in the Existing Bridge Credit Agreement (whether or not such “Obligations” are contingent as of the Second Amended and Restated Agreement hereby; and Bridge Funding Date but without duplication of the Obligations hereunder), (ii) Seller shall continue to be liable to the Purchasers representations and warranties made by 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing Borrower prior to the effective date of this Bridge Funding Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Bridge Credit Agreement prior to the Bridge Funding Date (including any failure, on or prior to the Bridge Funding Date, to comply with the covenants contained in such Existing Bridge Credit Agreement, including, but not limited to, those events ). The amendments and conditions restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in Article X thereof. (c) the Existing Bridge Credit Agreement existing on or prior to the Bridge Funding Date. This Agreement is given not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated liabilities existing under the Existing Bridge 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 Agents’, Lenders’ and Issuing Bank’s rights and remedies under this Agreement and the other Loan Documents shall apply to all of the “Obligations” incurred under and as defined in the Existing Bridge Credit Agreement. Nothing contained herein is intended to amend. (c) On and after the Bridge Funding Date, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertakingi) existing prior all references to the date hereofExisting Bridge Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Bridge Credit Agreement, as amended and restated hereby, (ii) all references to any Article, Section, paragraph or sub-clause of the Existing Bridge 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 Bridge Funding 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 Bridge Credit Agreement, as amended and restated hereby. (d) Upon the effectiveness of this AgreementThis amendment and restatement is limited as written and is not a consent to any other amendment, each reference to the Second Amended and Restated Agreement restatement or waiver, whether or not similar and, except as expressly provided herein or in any other documentLoan Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Loan Documents remain in full force and Restated Agreement and effect unless otherwise specifically amended hereby or any settlements to be made with respect theretoother Loan Document.

Amendment and Restatement. (a) This It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement amends and restates in its entirety the Second Amended Existing ARCA and Restated that all Indebtedness and Obligations of the Credit Parties hereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA; provided, that subject to the terms herein and the Amendment Agreement, all Loans, Letters of Credit or other Credit Extensions outstanding under the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement with the same Interest Periods as were applicable to such Loans immediately prior to the Amendment Agreement Effective Date. Upon the effectiveness of this Agreement in accordance with the Amendment Agreement, each Credit Document that was in effect immediately prior to the Amendment Agreement Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms and provisions of Section 10.5 of the Second Amended Existing ARCA. In addition, unless specifically amended hereby or pursuant to the Amendment Agreement, each of the Credit Documents, Appendixes, Exhibits and Restated Schedules to the Existing ARCA shall continue in full force and effect and, from and after the Amendment Agreement shallEffective Date, subject all references to the “Credit Agreement” contained therein shall be deemed to refer to this Section 14.15, be superseded herebyAgreement. (b) Notwithstanding For the amendment avoidance of doubt, each Lender that executes and restatement of delivers the Second Amended Amendment Agreement as a Consenting Lender (as defined in the Amendment Agreement) shall be deemed to have committed pursuant to, and Restated subject to the terms and conditions of, this Agreement by this and the Amendment Agreement: , to convert (i) each Purchaser Interest existing on the date hereof under the Second Amended and Restated Agreement shall continue in effect as a Purchaser Interest hereunderall of its Revolving Commitments, without any transferif any, conveyanceto an equal amount of Extended Revolving Commitments, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue all of its outstanding Revolving Loans, if any, to be liable to the Purchasers and the Agent with respect to an equal amount of Extended Revolving Loans, (Aiii) all “Obligations” accrued of its Tranche C-2 Term Loans, if any, to the date hereof under the Second Amended and Restated Agreement an equal amount of Tranche C-2 PIK Term Loans and (Biv) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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 Tranche C-3 Term Loans, if any, to the date hereofan equal of Tranche C-3 PIK Term Loans. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends amends, restates and restates supersedes in its entirety the Second Amended and Restated Existing Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Existing Agreement by this Agreement: : (ia) each Purchaser Interest existing Transaction outstanding on the date hereof under the Second Amended and Restated Existing Agreement (other than those refinanced under a separate facility) shall continue in effect as a Purchaser Interest Transaction hereunder, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended Existing Agreement hereby and Restated Agreement hereby; and (iib) the Existing Seller shall continue to be liable to the Purchasers and the Agent with respect to Purchaser for (Ai) all “Obligations” (under and as defined in the Existing Agreement) accrued to the date hereof under the Second Amended and Restated Existing Agreement and (Bii) all agreements on the part of the Existing Seller under the Second Amended and Restated Existing Agreement to indemnify the Purchaser or any of the Purchasers or the Agent Affected Party in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X Section 11 thereof. (c) . This Agreement is given in substitution for the Second Amended and Restated Existing Agreement and not as payment of any of the obligations of the Existing Seller thereunder, and is in no way intended to constitute a novation of the Second Amended and Restated Existing Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of the Existing Seller, Servicer, any Originator the Guarantor or JDI (in respect of its obligations under any Performance Undertaking) the Pledgor existing prior to the date hereof. (d) . Upon the effectiveness of this Agreement, each reference to the Second Amended and Restated Existing Agreement in any other Repurchase Document, or 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 aspects of the facility contemplated hereinFacility, including, without limitation, the eligibility of Receivables Purchased Assets purchased under the Second Amended and Restated Existing Agreement (other than those refinanced under a separate facility) and any settlements to be made with respect thereto. Any Existing Seller not party to this Agreement as a Seller shall no longer be a Seller and shall not be liable for the Obligations under this Agreement and the other Repurchase Documents.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the is an amendment and restatement of the Second Amended Existing Credit Agreement, it being acknowledged 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 agreed that 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 amendment and restatement of Effective Date, all obligations outstanding under or in connection with the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated Existing Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or other Loan Documents (such obligations, collectively, the Agent in connection with events or conditions arising or existing prior to the effective date of “Existing Obligations”) constitute obligations under this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) . This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended Existing Credit Agreement or the Existing Obligations. With respect to (i) any date or time period occurring 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 ending prior to the Effective Date, the Existing Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect, and (ii) any date hereof. (d) Upon or time period occurring or ending on or after the effectiveness Effective Date, the rights and obligations 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 parties hereto shall mean and be a reference to governed by this Agreement unless the context otherwise requires. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility exhibits and schedules hereto) and the other Loan Documents. From and after the Effective Date, any reference to the Existing Credit Agreement in any of Receivables purchased under the Second Amended other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and Restated the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Existing Credit Agreement. Without limiting the generality of Section 10.31, the parties agree that: (a) all Existing Obligations outstanding as at the Effective Date shall, as of the Effective Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and (b) each of the other Loan Documents (other than the Existing Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended, except that (A) any references therein to the Existing Credit Agreement shall be deemed to refer to this Agreement, and (B) any security granted or guarantee given pursuant to or in connection with the Existing Credit Agreement and any settlements the other Loan Documents shall continue to be made secure or guarantee, as applicable, the obligations of the Loan Parties arising pursuant to or in connection with respect theretothis Agreement (including all such obligations arising initially pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents).

Amendment and Restatement. (a) This The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement amends are simultaneously hereby amended and restates restated in its their entirety by the Second Amended terms, conditions, agreements, covenants, representations and Restated Agreement. Upon warranties set forth in this Agreement and as so amended and restated, replaced and superseded by the effectiveness terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and as of this Agreementthe date hereof, neither Existing Borrower, Administrative Agent and Existing Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of the Second Amended and Restated this Agreement; except, that, nothing in this Agreement shall, subject to this Section 14.15in any manner, be superseded hereby. (b) Notwithstanding the amendment and restatement of the 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 construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations Existing Obligations or any other obligations, liabilities and indebtedness of Seller thereunder, and is in no way intended to constitute a novation Existing Borrower or Existing Guarantors evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the Second Amended liens and Restated Agreementsecurity interests in the Collateral heretofore granted, pledged and/or assigned by Existing Borrower or Existing Guarantors pursuant to or in connection with the Existing Loan Documents. Nothing contained herein is intended All Existing Obligations and all other Loans, advances and other financial accommodations under the Existing Credit Agreement of Existing Borrower to amend, modify Administrative Agent and Existing Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations a) shall be consolidated under any Performance Undertaking) existing prior to the date hereof. (d) Upon the effectiveness of this Agreement, each reference to (b) shall be deemed and shall constitute Obligations of 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 Borrower under this Agreement unless which are secured by liens and security interests in the context otherwise requires. (e) Upon the effectiveness of this Agreement, Collateral pursuant to the terms of this Agreement the other Loan Documents, and (c) Administrative Agent has and shall govern all aspects continue to have a security interest in, and lien upon, the Collateral of Existing Borrower and Existing Guarantors heretofore granted pursuant to the Existing Loan Documents, as well as any Collateral granted to or held by Administrative Agent, and the liens and security interests of Administrative Agent in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the facility contemplated herein, including, without limitation, the eligibility granting and perfection of Receivables purchased under the Second Amended such liens and Restated Agreement and any settlements to be made with respect theretosecurity interests in favor of Administrative Agent.

Amendment and Restatement. (a) This On the Effective Date, (i) the Existing Revolving Credit Commitment of any Existing Lender that is not a Lender under this Agreement amends shall be terminated (and restates in its entirety any notice with respect thereto is hereby waived) and (ii) the Second Amended and Restated Agreement. Upon Existing Revolving Credit Commitment of any Existing Lender that is a Lender under this Agreement shall be amended to the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby.amount set forth on Schedule I. (b) Notwithstanding On the amendment Effective Date, the Existing Credit Agreement shall be amended and restatement of the Second Amended and Restated Agreement restated in its entirety by this Agreement: , and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) each Purchaser Interest existing on the date hereof under incurrence by 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 Parent Borrower of the amendment “Obligations” under and restatement as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Second Amended and Restated Agreement hereby; and Effective Date), (ii) Seller shall continue 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 the Purchasers and the Agent with respect to (A) all “Obligations” accrued Existing Credit Agreement prior to the date hereof Effective Date (including any failure, prior to the Effective 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 Second Amended and Restated Existing Credit Agreement and (Bif any) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) Effective Date. This Agreement is given not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated Agreement. Nothing contained herein is intended to amend, modify liabilities existing under the Existing Credit Agreement or otherwise affect evidence payment of all or any obligation portion of Seller, Servicer, any Originator or JDI (in respect of its such obligations under any Performance Undertaking) existing prior to the date hereofand liabilities. (dc) Upon the effectiveness of this AgreementThis amendment and restatement is limited as written and is not a consent to any other amendment, each reference to the Second Amended and Restated Agreement restatement or waiver, whether or not similar and, except as expressly provided herein or in any other documentLoan Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Loan Documents remain in full force and Restated Agreement and effect unless otherwise specifically amended hereby or by any settlements to be made with respect thereto.other Loan Document. Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended Original Loan and Restated Security Agreement effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Secured Obligations” (as defined in the Original Loan and Security Agreement). Upon Instead, it is the effectiveness express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Loan and Security Agreement which is secured by the Collateral pursuant to the terms of the applicable Loan Documents, except as modified hereby. Each Borrower acknowledges and confirms that the liens and security interests granted pursuant to the applicable Loan Documents secure the applicable indebtedness, liabilities and obligations of Borrower to the Lenders under the Original Loan and Security Agreement, as amended and restated by this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof under the Second Amended and Restated Agreement Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that the term “Secured Obligations” as a Purchaser Interest hereunderused in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and the Lenders) includes, without any transferlimitation, conveyancethe indebtedness, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason liabilities and obligations of the amendment Borrower under this Agreement, and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended Original Loan and Restated Agreement Security Agreement, as amended and (B) restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents and all agreements on the part of the Seller under the Second Amended agreements, instruments and Restated Agreement to indemnify documents executed or delivered in connection with any of the Purchasers or the Agent in connection with events or conditions arising or existing prior foregoing shall each be deemed to be amended to the effective date extent necessary to give effect to the provisions of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) Upon the effectiveness of this Agreement, each Each reference to the Second Amended “Loan and Restated Agreement Security Agreement” in any other document, instrument or agreement executed and/or delivered in connection therewith Loan Document shall mean and be a reference to this Agreement unless the context (as further amended, restated, supplemented or otherwise requires. modified from time to time). (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.SIGNATURES TO FOLLOW)

Amendment and Restatement. (a) This On the Closing Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of effect, except that Borrower, the Second Amended Agent and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: Lenders agree that (i) each Purchaser Interest existing on the date hereof incurrence by Borrower of “Indebtedness” under and as defined in the Second Amended Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Closing Date) shall continue to exist under and Restated 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 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 as a Purchaser Interest hereunderwith respect to all Obligations, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of and (iv) the amendment and restatement of the Second Amended and Restated Existing Credit Agreement hereby; and (ii) Seller shall continue to evidence any action or omission performed or required to be liable performed pursuant to the Purchasers and the Agent with respect to (A) all “Obligations” accrued Existing Credit Agreement prior to the date hereof 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 Second Amended and Restated Existing Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) Closing Date. This Agreement is given not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated 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 Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement. Nothing contained herein is intended to amend. (c) On and after the Closing Date, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertakingi) existing prior all references to the date hereofExisting Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified, supplemented or amended and restated), (ii) all references in any Loan Document (other than this Agreement) to any section (or subsection) of the 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) Upon the effectiveness of this AgreementThis amendment and restatement is limited as written and is not a consent to any other amendment, each reference to the Second Amended and Restated Agreement restatement or waiver, whether or not similar and, except as expressly provided herein or in any other documentLoan Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Loan Documents remain in full force and Restated Agreement and effect unless specifically amended hereby or by any settlements to be made with respect theretoother Loan Document.

Amendment and Restatement. (a) This The Borrowers hereby confirm and agree that all Obligations outstanding under the Original Loan Agreement amends immediately prior to the amendment and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreementrestatement thereof as contemplated hereby (such Obligations, the terms “Original Loan Agreement Obligations”) shall, unless and provisions until paid, continue to remain outstanding under this Agreement and shall not constitute new Obligations incurred by any of the Second Amended Borrowers on or after the Closing Date. The Borrowers hereby confirm that all Original Loan Agreement Obligations are due and Restated owing without offset, defense, counterclaim or recoupment of any kind or nature and as of the Closing Date, none of the Obligors or any of their respective Affiliates has offset rights, counterclaims or defenses of any kind against any of their respective obligations, indebtedness or liabilities under the Original Loan Agreement shallor any other Loan Document (as defined in the Original Loan Agreement). As of the Closing Date, subject immediately prior to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended Original Loan Agreement contemplated herein, there exists no Default or Event of Default under and Restated Agreement by this as defined in the Original Loan 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (cb) This It is the intention of each of the parties hereto that the Original Loan Agreement is given in substitution for be amended and restated so as to preserve the Second Amended perfection and Restated priority of all Liens securing indebtedness and obligations of the Obligors under the Original Loan Agreement and the other Loan Documents (as defined in the Original Loan Agreement) and that this Agreement does not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations 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. (d) 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 aspects liabilities of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased Obligors existing under the Second Amended and Restated Agreement and any settlements to be made with respect theretoOriginal Loan Agreement.

Amendment and Restatement. a. On the Effective Date, (ai) This the Existing Revolving Credit Commitment of any Existing Lender that is not a Lender under this Agreement amends shall be terminated (and restates 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 Existing Credit Agreement shall be amended and restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of the Second Amended and Restated Agreement shalleffect, subject except to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: evidence (i) each Purchaser Interest existing on the date hereof under incurrence by 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 Parent Borrower of the amendment “Obligations” under and restatement as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Second Amended and Restated Agreement hereby; and Effective Date), (ii) Seller shall continue 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 the Purchasers and the Agent with respect to (A) all “Obligations” accrued Existing Credit Agreement prior to the date hereof Effective Date (including any failure, prior to the Effective 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 Second Amended and Restated Existing Credit Agreement and (Bif any) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) Effective Date. This Agreement is given not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated Agreement. Nothing contained herein is intended to amend, modify liabilities existing under the Existing Credit Agreement or otherwise affect evidence payment of all or any obligation portion of Seller, Servicer, any Originator or JDI (in respect of its such obligations under any Performance Undertaking) existing prior to the date hereofand liabilities. (d) Upon the effectiveness of this Agreementc. This amendment and restatement is limited as written and is not a consent to any other amendment, each reference to the Second Amended and Restated Agreement restatement or waiver, whether or not similar and, except as expressly provided herein or in any other documentLoan Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Loan Documents remain in full force and Restated Agreement and effect unless otherwise specifically amended hereby or by any settlements to be made with respect theretoother Loan Document.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended terms set forth in both the Existing Revolving Credit Agreement and Restated the Existing Term Loan Agreement. Upon Borrower (a) acknowledges and agrees that the effectiveness of this “Obligations” (as defined in the Existing Revolving Credit Agreement, ) and the terms “Obligations” (as defined in the Existing Term Loan Agreement) are owing to Administrative Agent and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. Lenders; (b) Notwithstanding the amendment and restatement reaffirms all of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued (as defined in the Existing Revolving Credit Agreement) and the “Obligations” (as defined in the Existing Term Loan Agreement) owing to any of Administrative Agent or the date hereof Lenders; (c) acknowledges and agrees that this Agreement does not extinguish the obligations for the payment of money outstanding either under the Second Amended Existing Revolving Credit Agreement or the Existing Term Loan Agreement, or discharge or release any such obligations; (d) acknowledges and Restated agrees that nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Revolving Credit Agreement or the Existing Term Loan Agreement, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith; and (Be) all agreements on the part acknowledges and agrees that nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Seller Borrower from any of its obligations or liabilities under the Second Amended and Restated Existing Revolving Credit Agreement to indemnify or the Existing Term Loan Agreement or any of the Purchasers or the Agent other loan documents executed in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereoftherewith. (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends is an amendment and restates restatement of the Existing Credit Agreement and does not constitute a novation of the Existing Credit Agreement. All “Obligations” under the Existing Credit Agreement (to the extent not paid on or prior to the Restatement Effective Date), and all security interests, Liens, and collateral assignments granted to the Collateral Agent (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other “Credit Documents” defined therein, hereby are renewed and continued in full force and effect, and hereafter shall be governed by this Agreement or, to the extent appropriate, such other Credit Document as further amended or modified from time to time. All existing “Credit Documents” previously executed in connection with the Existing Credit Agreement shall continue in full force and effect, except to the extent such agreement is amended, restated or replaced in connection with this Agreement, and any and all references therein to the Existing Credit Agreement (regardless of terminology) shall refer to and mean this Agreement, without limiting the foregoing, the Borrower acknowledges and agrees that any and all obligations of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding Inc. and the other lenders under the Existing Credit Agreement are governed by the terms of this Agreement (as an amendment and restatement in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded herebyExisting Credit Agreement). (b) Notwithstanding the amendment The Borrower acknowledges and restatement agrees that as of the Second Amended and Restated Agreement by this Agreement: (i) each Purchaser Interest existing close of business on July 10, 2007, the date hereof aggregate amount of outstandings 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 Existing Term Loans is $53,151,739.73. As of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects none of the facility contemplated hereinCredit Parties or any of their respective Affiliates has offset rights, includingcounterclaims or defenses of any kind against any of their obligations, without limitation, the eligibility of Receivables purchased indebtedness or liabilities under the Second Amended and Restated Agreement and any settlements to be made with respect theretoExisting Credit Agreement.

Amendment and Restatement. On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement and (a) This all references to the Existing Credit Agreement amends 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 restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreementrestated hereby, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement all references to any section (or subsection) of the Second Amended and Restated Existing Credit Agreement by this Agreement: in any Loan Document (ibut not herein) each Purchaser Interest existing on the date hereof under the Second Amended and Restated Agreement shall continue in effect as a Purchaser Interest hereunderbe amended to be, without any transfermutatis mutandis, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable references to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated corresponding provisions of this Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not except as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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. , all references to this Agreement herein (eincluding for purposes of indemnification and reimbursement of fees) Upon shall be deemed to be reference to the Existing Credit Agreement as amended and restated hereby. Neither this Agreement nor the execution, deliver or effectiveness of this Agreement, the terms of this Agreement shall govern all aspects extinguish the obligations outstanding under the Existing Credit Agreement, this Agreement or any Collateral Document or discharge or release the Lien of any Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased obligations outstanding under the Second Amended Existing Credit Agreement, this Agreement or any Collateral Document or instruments securing the same, which shall remain in full force and Restated effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement, any Collateral Document or in any other document contemplated hereby or thereby shall be construed as a release or other discharge by the Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Collateral Document. Each of the Existing Credit Agreement and the Collateral Documents shall remain in full force and effect, until (as applicable) and except to any settlements to be made with respect theretoextent modified hereby or in connection herewith.

Amendment and Restatement. (a) This Agreement amends supersedes and restates replaces the Existing Revolving Credit Agreement from and after the Restatement Date. This Agreement does not constitute a novation, payment and reborrowing or termination of the Obligations under and as defined in its entirety the Second Amended Existing Revolving Credit Agreement and Restated such Obligations are in all respects continuing with only the terms being modified as provided in this Agreement. Upon The Borrower, the effectiveness Banks, the Issuing Banks and the Administrative Agent agree that the Existing Revolving Credit Agreement shall be amended and restated on the Restatement Date, such that on the Restatement Date the terms set forth herein shall replace the terms of this the Existing Revolving Credit Agreement, and all appendices, schedules and exhibits thereto are hereby amended and restated in the terms and provisions forms attached hereto. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the Second Amended and Restated terms, conditions, obligations, covenants or agreements contained in the Existing Revolving Credit Agreement, this Agreement shall, subject to this Section 14.15, be superseded herebyor any other Loan Document in similar or different circumstances. (b) Notwithstanding Each Bank party to the amendment and restatement Existing Revolving Credit Agreement expressly waives any compensation due to such Bank pursuant to Section 3.6(f) of the Second Amended and Restated Existing Revolving Credit 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 result of the amendment and restatement payment of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 interest on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or Loans existing immediately prior to the effective date Restatement Date pursuant to Section 8.4(f) of this Agreement, including, but not limited to, those events Agreement (and conditions set forth in Article X thereofany associated conversion of Eurodollar Rate Loans other than on the last day of the Interest Period applicable thereto). (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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 Notwithstanding anything to the date hereof. (d) Upon contrary in this Agreement or the effectiveness of this Existing Revolving Credit Agreement, each reference Bank that was a party to the Second Amended and Restated Existing Revolving Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be but is not a reference party to this Agreement unless on the context otherwise requires. (e) Upon Restatement Date shall be deemed for all purposes to be a Non-Consenting Lender and a Non-Complying Lender under the effectiveness Existing Revolving Credit Agreement and, notwithstanding the provisions of this Agreement, the terms Section 11.8 and Section 11.27 of this Agreement or the Existing Revolving Credit Agreement, shall govern all aspects be deemed to have assigned such Bank’s Commitments and/or Loans (each as defined in the Existing Revolving Credit Agreement) to the Banks party to this Agreement on the Restatement Date such that the Commitments of such Banks party to this Agreement shall on the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to Restatement Date be made with respect thereto.as set forth on Schedule 1.1 hereto

Amendment and Restatement. (a) This Agreement amends In order to facilitate this amendment and restates in its entirety restatement and otherwise to effectuate the Second Amended desires of the Borrower, the Administrative Agent and Restated Agreement. Upon the effectiveness of this AgreementLenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Second Amended Existing Credit Agreement shall be and Restated Agreement shallhereby are amended and restated in their entirety by the terms, subject to conditions and provisions of this Section 14.15Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded hereby. (b) by this Agreement. Notwithstanding the this amendment and restatement of the Second Amended Existing Credit Agreement, including anything in this Section 10.18, and Restated of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement by this Agreement: and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) each Purchaser Interest existing on all Obligations (as defined in the date hereof Existing Credit Agreement) outstanding under the Second Amended Existing Credit Agreement and Restated Agreement other Prior Loan Documents (the “Existing Obligations”) shall continue in effect as a Purchaser Interest hereunderObligations hereunder to the extent not repaid on or before the Closing Date, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers each of this Agreement and the Agent with respect to Notes and any other Loan Document (Aas defined herein) all “Obligations” accrued to the date hereof under the Second Amended that is amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent restated in connection with events or conditions arising or existing prior to the 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 in as a substitution for the Second Amended and Restated Agreement for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any of the obligations of Seller thereunder, and other transaction contemplated hereunder is in no way intended to constitute a novation of the Second Amended Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and Restated the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans 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 Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit 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 Notwithstanding anything to the date hereof. (d) Upon contrary in Section 10.06 of the effectiveness Existing Credit Agreement or Section 10.06 of this Agreement, each reference to the Second Amended no other documents or instruments, including any Assignment and Restated Agreement in any other documentAssumption, instrument or agreement shall be executed and/or delivered in connection therewith with these assignments (all of which requirements are hereby waived), and such assignments 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements 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 theretoto 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 such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.

Amendment and Restatement. (a) This The parties hereto acknowledge and agree that this Agreement amends continues, without novation, restates and restates consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in its entirety full force and effect without novation as between the Second Amended parties thereto for that period of time ending on the day prior to the effective date of this Agreement and Restated all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. Upon The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement, Agreement shall constitute Obligations hereunder governed by the terms and provisions hereof. Without in any way limiting the terms of the Second Amended Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and Restated confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement shall(the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Section 14.15, be superseded hereby. (b) Agreement). Notwithstanding the amendment and restatement of the Second Amended and Restated Original Credit 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 way of the amendment execution and restatement delivery of the Second Amended and Restated this Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent execution and delivery of any additional Loan Documents in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) Upon the effectiveness of this Agreement, each reference of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the Second Amended and Restated Agreement “Credit Agreement” contained in any other document, instrument or agreement executed and/or the Loan Documents delivered in connection therewith with the Original Credit Agreement shall mean and be a reference deemed to refer to this Agreement unless the context otherwise requireswithout further amendment of those Loan Documents. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends In order to facilitate this amendment and restates in its entirety restatement and otherwise to effectuate the Second Amended desires of the Borrowers, the Administrative Agent and Restated Agreement. Upon the effectiveness of this AgreementLenders: The Borrowers, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Second Amended Existing Credit Agreement shall be and Restated Agreement shallhereby are amended and restated in their entirety by the terms, subject to conditions and provisions of this Section 14.15Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded hereby. (b) by this Agreement. Notwithstanding the this amendment and restatement of the Second Amended Existing Credit Agreement, including anything in this Section 10.19, and Restated of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement by this Agreement: and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) each Purchaser Interest existing on all Obligations (as defined in the date hereof Existing Credit Agreement) outstanding under the Second Amended Existing Credit Agreement and Restated Agreement other Prior Loan Documents (the “Existing Obligations”) shall continue in effect as a Purchaser Interest hereunderObligations hereunder to the extent not repaid on or before the Closing Date, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers each of this Agreement and the Agent with respect to Notes and any other Loan Document (Aas defined herein) all “Obligations” accrued to the date hereof under the Second Amended that is amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent restated in connection with events or conditions arising or existing prior to the 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 in as a substitution for the Second Amended and Restated Agreement for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Company and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any of the obligations of Seller thereunder, and other transaction contemplated hereunder is in no way intended to constitute a novation of the Second Amended Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, 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, 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 the Company shall furnish to the date hereof. (d) Upon Administrative Agent Loan Notices selecting the effectiveness of this Agreementinterest rates for existing Loans. The parties hereby agree that, each reference to on 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 AgreementClosing Date, the terms Commitments shall be as set forth in Schedule 2.01. [Remainder of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect theretopage intentionally left blank; signature pages follow.]

Amendment and Restatement. (a) This The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement amends are simultaneously hereby amended and restates restated in its entirety their entirety, and as so amended and restated, replaced and superseded by the Second Amended terms, conditions agreements, covenants, representations and Restated Agreement. Upon the effectiveness of warranties set forth in this Agreement, and as of the date upon which the conditions of Section 3.1 have been satisfied, neither the Borrowers, Guarantors nor the Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, includingexcept that, but not limited tonothing herein or in the other Loan Documents shall, those events and conditions set forth in Article X thereof. (c) This Agreement is given any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in substitution for the Second Amended and Restated Agreement and not as payment respect of any of the obligations of Seller thereunder“Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and is in no way intended to constitute a novation indebtedness of the Second Amended Borrowers or Guarantors evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the security interests, liens and Restated Agreementother interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Agent pursuant to the Existing Credit Agreement or any other Loan Documents. Nothing contained herein is intended All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers or Guarantors to amend, modify Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, all Existing Obligations now or hereafter arising in connection with the eligibility Existing Letters of Receivables purchased Credit) shall be deemed Obligations of Borrowers and Guarantors under this Agreement which are secured by Liens in the Second Amended and Restated Agreement and any settlements Collateral pursuant to be made with respect theretothe terms of this Agreement.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the is an amendment and restatement of the Second Amended and Restated Existing Credit Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof under the Second Amended and Restated Agreement shall continue which 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 turn was an amendment and restatement of the Second Amended and Restated Original Credit Agreement). This Agreement hereby; and does not extinguish, discharge or release the Obligations (iias defined in the Existing Credit Agreement, the “Existing Obligations”) Seller shall continue to be liable outstanding under the Existing Credit Agreement except to the Purchasers extent such Obligations are paid as of the Closing Date, Collateral Agent’s Liens securing the Existing Obligations or the priority of any mortgage, pledge, security agreement or any other security therefor. For the avoidance of doubt, each of Kaman Lux and Kaman Aerospace Group, Inc. confirms for the Agent with respect benefit of the Secured Parties that, the Lien created by it pursuant to a Luxembourg law governed share pledge agreement dated 22 June 2016 between, amongst others, Kaman Aerospace Group, Inc. as pledgor, JPMorgan, as administrative agent for the benefit of the Secured Parties and Kaman Lux shall (Aa) all “Obligations” accrued remain in full force and effect notwithstanding the amendments referred to in this amendment and restatement agreement of the date hereof under the Second Amended and Restated Existing Credit Agreement and (Bb) all agreements on the part of the Seller continue to secure its Obligations under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, Credit Documents as amended (including, but not limited to, those events and conditions set forth in Article X thereof. (c) This Agreement is given in under this Agreement). Nothing herein contained shall be construed as a substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a or novation of the Second Amended Existing Obligations, which shall remain in full force and Restated Agreementeffect, except to the extent such Obligations are paid as of the Closing Date or except as modified hereby or by instruments and agreements executed concurrently herewith. Nothing contained herein is intended to amend, modify expressed or otherwise affect implied in this Agreement shall be construed as a release or other discharge of any obligation of Seller, Servicer, Borrower or any Originator or JDI (other Credit Party under the Existing Credit Agreement and the Credit Documents entered into in respect connection therewith from any of its obligations under and liabilities as “Company”, a “Borrower,” a “Guarantor” or a “Credit Party” thereunder. Notwithstanding the foregoing or any Performance Undertaking) existing prior to provision in any Credit Documents, the date hereof. (d) Upon parties hereto acknowledge and agree that, upon the effectiveness of this Agreement: (a) Kaman UK will be, each reference and hereby is, irrevocably released as a “Subsidiary Borrower”, as a “Borrower” and as a “Guarantor” under the Credit Documents and from and after the Closing Date Kaman UK shall not constitute a Subsidiary Borrower, a Borrower or a Guarantor hereunder, and that certain Equitable Share Mortgage, dated February 5, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) by and between Kaman Aerospace Group, Inc., as mortgagor, and JPMorgan Chase Bank, N.A.., as administrative agent, shall be terminated, released and extinguished; (b) none of the Second Amended Foreign Subsidiaries (including, for the purposes of this clause (b), any Foreign Subsidiary Holding Company) or their Subsidiaries, owned directly or indirectly by Company shall provide a guarantee and Restated Agreement no voting stock in excess of 66% in any Foreign Subsidiary and none of the Foreign Subsidiaries of Company or their direct or indirect assets (including any stock) provide collateral support (directly or indirectly), in each case, with respect to any Loan, Revolving Credit Commitment or other document, instrument obligation under any Credit Document of Company or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement unless the context otherwise requires.any Domestic Subsidiary; (ec) Upon the effectiveness Subsidiary Guaranty (as defined in the Existing Credit Agreement) in its entirety is amended and restated by, and replaced with, Section 7 of this Agreement; and (d) Each of Kaman Engineering Services, the terms of this Agreement shall govern all aspects Inc., a Washington corporation and an Immaterial Subsidiary of the facility contemplated hereinCompany (“Kaman Washington”), includingKaman X Corporation, without limitationa Connecticut corporation and an Immaterial Subsidiary of the Company (“Kaman X Corporation”), and K-MAX Corporation, a Connecticut corporation and an Immaterial Subsidiary of the eligibility of Receivables purchased Company (“K-MAX”), will be, and hereby is, irrevocably released as a “Guarantor” under the Second Amended Credit Documents and Restated Agreement as a grantor and/or pledgor under the Collateral Documents, and any settlements to be made with respect theretofrom and after the Closing Date none of Kaman Washington, Kaman X Corporation and K-MAX will constitute a Guarantor hereunder or a grantor and/or pledgor under the Collateral Documents.

Amendment and Restatement. It is the intention of each of the parties hereto that (a) This the Existing Credit Agreement amends be amended and restates restated in its entirety pursuant to this Agreement so as to preserve the Second Amended perfection and Restated Agreement. Upon priority of all security interests securing indebtedness and obligations under the effectiveness of this Existing Credit Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment all Indebtedness and restatement Obligations of the Second Amended Borrower and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof Guarantors hereunder and under the Second Amended other Loan Documents shall be secured by the liens and Restated security interests evidenced under the Loan Documents and (c) this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Existing Credit Agreement (or serve to terminate Section 10.3 of the Existing Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as 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 constitutes an amendment of the Existing 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 Documents shall continue in effect as a Purchaser Interest hereunderfull force and effect. This Agreement restates and replaces, without in its entirety, the Existing Credit Agreement; from and after the Amendment and Restatement US-DOCS\151470090.12 Effective Date, any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify reference in any of the Purchasers or the Agent in connection with events or conditions arising or existing prior other Loan Documents to the effective date of “Credit Agreement” or any like term shall be deemed to refer to this Agreement, including, but not limited to, those events . Each Lender with a Revolving Commitment on the Amendment and conditions Restatement Effective Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in Article X thereof. (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased entirety such Lender’s “Revolving Commitment” under the Second Amended and Restated Existing Credit Agreement and any settlements to be made with respect thereto(if any).

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the is an amendment and restatement of the Second Amended Existing Credit Agreement, it being acknowledged 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 agreed that 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 amendment and restatement of Effective Date, all obligations outstanding under or in connection with the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated Existing Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or other Loan Documents (such obligations, collectively, the Agent in connection with events or conditions arising or existing prior to the effective date of “Existing Obligations”) constitute obligations under this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) . This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended Existing Credit Agreement or the Existing Obligations. With respect to (i) any date or time period occurring 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 ending prior to the Effective Date, the Existing Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect, and (ii) any date hereof. (d) Upon or time period occurring or ending on or after the effectiveness Effective Date, the rights and obligations 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 parties hereto shall mean and be a reference to governed by this Agreement unless the context otherwise requires. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility exhibits and schedules hereto) and the other Loan Documents. From and after the Effective Date, any reference to the Existing Credit Agreement in any of Receivables purchased under the Second Amended other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and Restated the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Existing Credit Agreement. Without limiting the generality of Section 10.3110.32, the parties agree that: (a) all Existing Obligations outstanding as at the Effective Date shall, as of the Effective Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and (b) each of the other Loan Documents (other than the Existing Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended, except that (A) any references therein to the Existing Credit Agreement shall be deemed to refer to this Agreement, and (B) any security granted or guarantee given pursuant to or in connection with the Existing Credit Agreement and any settlements the other Loan Documents shall continue to be made secure or guarantee, as applicable, the obligations of the Loan Parties arising pursuant to or in connection with respect thereto.this Agreement (including all such obligations arising initially pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents). [SIGNATURES ON THE FOLLOWING PAGES]

Amendment and Restatement. (a) This The parties hereto agree that, on the Closing Date, the Existing Credit Agreement amends shall be deemed to be amended and restates restated in its entirety the Second Amended and Restated pursuant to this Agreement. Upon Neither this Agreement nor any other Loan Document is intended by the effectiveness parties to be a novation of the Existing Credit Agreement, any other Loan Document (as defined in the Existing Credit Agreement) or the credit facilities under the Existing Credit Agreement. It is the intent of the parties that this Agreement amend and restate the Existing Credit Agreement and the credit facility provided thereunder, without novation or interruption. The execution and delivery of this Agreement, Agreement and the terms and provisions other Loan Documents shall not constitute a novation of any indebtedness or other obligations owing to the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding Lenders or the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof Administrative Agent under the Second Amended and Restated Existing Credit Agreement shall continue in effect as a Purchaser Interest hereunder, without any transfer, conveyance, diminution based on facts or other modification thereto or effect thereon events occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date execution and delivery of this Agreement. On the Closing Date, includingthe credit facility described in the Existing Credit Agreement shall be amended, but not limited tosupplemented, those events modified and conditions set forth restated in Article X thereof. its entirety by the facilities described herein, and all Revolving Credit Loans (cas defined in the Existing Credit Agreement), Letters of Credit (as defined in the Existing Credit Agreement), Swingline Loans (as defined in the Existing Credit Agreement) This Agreement is given and other Obligations (as defined in substitution for the Second Amended and Restated Agreement and not as payment of any Existing Credit Agreement) of the obligations Borrower and the Guarantors outstanding as of Seller thereunder, and is in no way intended to constitute a novation of such date under the Second 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. (d) 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 Existing Credit Agreement shall govern all aspects be deemed to be Revolving Credit Loans, Letters of Credit, Swingline Loans and Obligations outstanding under the credit facility contemplated described herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements further action by any Person (subject to be made with respect theretoSection 2.01(b)).

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended Existing Purchase Agreement as of the Closing Date and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended Existing Purchase Agreement are restated hereby in their entirety as of the Closing Date. The Administrative Agent, the Collateral Agent, the Group Agents and Restated Agreement shall, subject the Lenders hereby further consent to this Section 14.15, be superseded hereby. (b) Notwithstanding the concurrent amendment and restatement of the Second Amended Existing Sale Agreement through the entry into the Sale Agreement 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 concurrent second amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable limited liability company agreement of the Borrower on the Closing Date, in substantially the form delivered to the Purchasers Administrative Agent and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended Collateral Agent. From and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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 after the date hereof. (d) Upon the effectiveness of this Agreement, each reference to the Second Amended and Restated Existing Purchase Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement, each reference to the Existing Sale Agreement unless in any other document, instrument or agreement shall mean and be a reference to the context otherwise requiresSale Agreement, and each reference to the limited liability company agreement of the Borrower in any other document, instrument or agreement shall mean and be a reference to the limited liability company agreement of the Borrower as so amended. For the avoidance of doubt, except to the extent expressly contemplated in Section 5.03(b) below, (i) all obligations and liabilities of the Borrower and ADT under or in connection with the Existing Purchase Agreement (including all Obligations) shall remain outstanding hereunder and shall be enforceable against the applicable parties under this Agreement and (ii) the first priority perfected security interest granted by the Borrower pursuant to the Existing Purchase Agreement to the Collateral Agent, for the benefit of the Affected Parties, in, to and under the Collateral remains outstanding (and uninterrupted) as a first priority perfected security interest in the Collateral pursuant to the terms of this Agreement. This Agreement does not constitute a novation of the Existing Purchase Agreement (or a novation of any of the obligations thereunder). (eb) Upon The parties acknowledge that the Borrower, ADT and their Affiliates intended for the Existing Purchase Agreement to contemplate, in economic substance, a secured lending arrangement, rather than to effectuate the economic equivalent of a sale of the Existing Receivable Pool from the Borrower to the Collateral Agent; it being understood that no Secured Party shall have any responsibility or liability with respect to any such characterization whatsoever, or otherwise as a result of the foregoing acknowledgement. To the extent that, notwithstanding the foregoing, the arrangement under the Existing Purchase Agreement is deemed to have constituted a transfer from the Borrower to the Collateral Agent of the Existing Receivable Pool or any interest therein, then the parties agree that upon the effectiveness of this Agreement on the Closing Date, the Collateral Agent (on behalf of Mizuho Bank, Ltd. as the sole Purchaser under the Existing Purchase Agreement) is hereby deemed to sell, convey, transfer and assign to the Borrower, without recourse or warranty, the Existing Receivable Pool, including all Collections thereon and all other interests therein, subject to the security interest therein granted by the Borrower to the Collateral Agent pursuant to Section 5.04 (it being understood and agreed that the security interest granted by the Borrower pursuant to Section 9.1 of the Existing Purchase Agreement shall survive and continue pursuant to Section 5.04 hereof), in exchange for a purchase price equal to (1) $130,357,302.35, the payment of which is funded by the Initial Loan under this Agreement (the proceeds of which Initial Loan shall be applied by the Administrative Agent directly to payment of such cash purchase price), (2) the extinguishment of any RPA Deferred Purchase Price under the Existing Purchase Agreement, (3) the terms of this payment on the Settlement Date immediately following the Closing Date to Mizuho Bank, Ltd. as the sole Purchaser under the Existing Purchase Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased Yield accrued during June 2021 under the Second Amended Existing Purchase Agreement in the amount of $ 97,503.14 pursuant to Section 3.01(d)(iii), and Restated (4) the payment on the Settlement Date in August 2021 to Mizuho Bank, Ltd. as the sole Purchaser under the Existing Purchase Agreement and any settlements of the Yield accrued during July 2021 under the Existing Purchase Agreement prior to be made with respect theretothe Closing Date in the amount of $ 51,240.20 pursuant to Section 3.01(d)(iii).

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended Original Receivables Contribution and Restated Sale Agreement. Upon the effectiveness of this Agreement, the The terms and provisions of the Second Amended Original Receivables Contribution and Restated Sale Agreement shall, subject to this Section 14.157.14, be superseded hereby. (b) . Notwithstanding the amendment and restatement of the Second Amended Original Receivables Contribution and Restated Sale Agreement by this Agreement: (i) , each Purchaser Interest existing on Seller and 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller Buyer's Servicer shall continue to be liable to the Purchasers Buyer and the Agent each Indemnified Party with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated Agreement and (B) all agreements on the part of such Seller and the Seller Buyer's Servicer under the Second Amended Original Receivables Contribution and Restated Sale Agreement to indemnify any of the Purchasers or the Agent Buyer and each Indemnified Party in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) hereof. This Agreement is given in substitution for the Second Amended Original Receivables Contribution and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended and Restated Sale 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. (d) Upon the effectiveness of this Agreement, each Each reference to the Second Amended Original Receivables Contribution and Restated 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. This Agreement is not a novation. Nothing contained herein or in any of the other Transaction Documents, unless expressly herein or therein stated to the context contrary, is intended to amend, modify or otherwise requiresaffect any other instrument, document or agreement executed and/or delivered in connection with the Original Receivables Contribution and Sale Agreement. All amounts owing under the Original Receivables Contribution and Sale Agreement immediately prior to giving effect to this Agreement to the Buyer and each Indemnified Party that is a party thereto shall be deemed to be owing under this Agreement. (eb) Upon Each Seller hereby agrees, and the effectiveness Buyer hereby agrees, that, effective as of this Agreementthe date hereof, the terms Subordinated Note payable to the order of this Agreement shall govern all aspects such Seller is amended (i) by deleting the phrase "THE FIRST NATIONAL BANK OF CHICAGO, a national banking association ("BANK ONE"), as Administrative Agent" in the first paragraph of such Subordinated Note and substituting for such phrase the facility contemplated hereinphrase "the administrative agent thereunder" and (ii) by deleting the phrase "BANK ONE, including, without limitation, as Administrative Agent" in the eligibility two places such phrase is used in the fifth paragraph of Receivables purchased under such Subordinated Note and substituting for each such phrase the Second Amended and Restated Agreement and any settlements to be made with respect theretophrase "the Administrative Agent".

Amendment and Restatement. (a) This On the Restatement Effective Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of the Second Amended and Restated Agreement shalleffect, subject except to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: evidence (i) each Purchaser Interest existing on the date hereof incurrence by the Borrower of the obligations under the Second Amended and Restated Existing Credit Agreement shall continue in effect (whether or not such obligations are contingent 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and Restatement Effective Date), (ii) Seller 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 as set forth on Schedule 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 liable to secured by Liens evidenced under the Purchasers 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 Agent with respect to (A) all “Obligations” accrued to Administrative Agent’s and the date hereof Lenders’ rights and remedies under the Second Amended and Restated this Agreement and (B) the other Loan Documents shall apply to all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is in no way intended not a consent to constitute a novation any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the Second Amended Loan Documents shall continue in full force and Restated Agreement. Nothing contained herein is intended to amendeffect and, modify or otherwise affect any obligation of Sellerfrom and after the Restatement Effective Date, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertaking) existing prior all references to the date hereof. (d) Upon the effectiveness of “Credit Agreement” contained therein shall be deemed to refer to 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This On the First A&R Closing Date, the Original Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject except to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: evidence (i) each Purchaser Interest existing on the date hereof incurrence by the Borrower of the obligations under the Second Amended and Restated Original Credit Agreement shall continue in effect (whether or not such obligations are contingent 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and First A&R Closing Date), (ii) Seller the representations and warranties made by the Borrower prior to the Original Closing Date and (iii) any action or omission performed or required to be performed pursuant to such Original Credit Agreement prior to the First A&R Closing 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 creation, perfection and priority of all Liens securing the Obligations under the Facility Documents and that all Obligations of the Borrower hereunder shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof secured by Liens evidenced under the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunderFacility Documents, and is in no way intended to that this Agreement does not constitute a novation or termination of the Second Amended indebtedness and Restated obligations existing under the Original Credit Agreement. Nothing contained herein This amendment and restatement is intended limited as written and is not a consent to amendany other amendment, modify restatement or otherwise affect waiver, whether or not similar and, unless specifically amended hereby or by any obligation other Facility Document, each of Sellerthe Facility Documents shall continue in full force and effect and, Servicerfrom and after the First A&R Closing Date, any Originator or JDI (in respect of its obligations under any Performance Undertaking) existing prior all references to the date hereof. (d) Upon the effectiveness of “Agreement” contained therein shall be deemed to refer to 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.. [SIGNATURES COMMENCE ON THE FOLLOWING PAGE] 155

Amendment and Restatement. (a) This On the Restatement Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety as set forth herein. The parties hereto acknowledge and agree that (i) this Agreement, the Second Amended Notes and Restated the 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. Upon ) 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 AgreementAgreement all loans outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement will, except for loans converted pursuant to the Restatement Date Exchange, be Loans hereunder and all outstanding letters of credit under the Existing Credit Agreement will be Letters of Credit hereunder, in each case on the terms and provisions of the Second Amended and Restated Agreement shall, subject to conditions set forth in this Section 14.15, be superseded herebyAgreement. (b) Notwithstanding Except as expressly restated hereby and by the amendment Notes delivered herewith, the Existing Credit Agreement and restatement of the Second Amended other Loan Documents are and Restated Agreement by this Agreement: shall continue in full force and effect. On and after the Restatement Date, (i) each Purchaser Interest existing on reference in 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable Loan Documents to the Purchasers and the Agent with respect to (A) all “ObligationsCredit Agreement,” accrued “Loan Agreement,” “thereunder,” “thereof” or similar words referring to the date hereof under the Second Amended and Restated Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 (as further amended, restated, modified or otherwise supplemented from time to time) and (ii) each reference in the context otherwise requiresLoan Documents to a “Note” or amendment or restatement thereof shall be a reference to the applicable Note delivered hereunder, as applicable, and (iii) each reference to “Lender” in a Loan Document shall be a reference to the Lender hereunder. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. It is the intention of each of the parties hereto that (a) This the Existing Credit Agreement amends be amended and restates restated in 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 Borrowers and the Guarantors hereunder and under the other Credit Documents shall be secured by the liens and security interests evidenced under the Credit Documents (as defined in the Existing Credit Agreement), as amended hereby and by the Master Reaffirmation Agreements, the UK Second Amended Supplemental Debenture, the UK Second Supplemental Partnership Debenture and Restated the UK Second Supplemental Share Charge and that such documents (other than any such documents which have been amended and restated on the Effective Date) shall continue in full force and effect as so amended and (c) that this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Existing Credit Agreement (or serve to terminate Sections 12.06 and 13.01 of the Existing Credit Agreement or any of the Borrowers’ obligations thereunder with respect to the Agents (as defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnified Persons (as defined in the Existing Credit Agreement). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 13.12 of the Existing Credit Agreement. Upon In addition, unless specifically amended hereby, each of the effectiveness Credit Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Effective Date, any reference in any of the other Credit Documents to the “ABL Credit Agreement” or the “Credit Agreement” or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Loan Commitment on the Effective Date shall be deemed to have agreed that its Revolving Loan Commitment set forth on Schedule 1.01(a) hereto replaces in its entirety such Lender’s “Revolving Loan Commitment” under the Existing Credit Agreement (if any) and each such Lender shall further be deemed to agree that (a) the repayment in full of all outstanding “Revolving Loans” and “Swingline Loans” (each as defined in the Existing Credit Agreement) together with all interest, fees and other amounts accrued and payable thereon and all fees and other amounts accrued and payable in respect of all “Letters of Credit” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, in each case, to such date on the Effective Date with the proceeds of the initial Borrowing of Revolving Loans under this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement continuance of the Second Amended and Restated Agreement by this outstanding “Letters of Credit” (as defined in the Existing Credit Agreement: (i) each Purchaser Interest existing on the date hereof as Letters of Credit 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events constitutes the payment in full of all Obligations owed to it under the Existing Credit Agreement (other than unasserted contingent obligations that would survive the termination of the Existing Credit Agreement) and conditions set forth in Article X thereof. (c) This Agreement is given in substitution for such Lender waives the Second Amended and Restated Agreement and not as payment of right to any compensation due under Section 2.11 of the obligations of Seller thereunder, and is in no way intended to constitute Existing Credit Agreement solely as a novation result of the Second Amended and Restated early repayment in full of all outstanding “Revolving Loans” (as defined in the Existing Credit 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 on the date hereofEffective Date. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends shall (and restates it is the intent of the parties hereto that this Agreement shall) amend, restate and replace the Original Credit Agreement and the Guaranty shall (and it is the intent of the parties hereto that the Guaranty shall) amend, restate and replace the Original Guaranty and, in its entirety each case, re-evidence the Second obligations outstanding thereunder on the First Amended and Restated Agreement. Upon the effectiveness of this AgreementEffective Date as contemplated hereby, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second obligations and liabilities of the parties under the Original Credit Agreement and the Original Guaranty. In addition, unless specifically amended hereby, each of the Loan Documents (other than the Original Guaranty) and the exhibits and schedules to the Existing Loan Agreement and the other Loan Documents shall continue in full force and effect and that, from and after the First Amended and Restated Agreement. Nothing contained herein is intended to amendEffective Date, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertaking) existing prior all references to the date hereof. (d) Upon the effectiveness of this “Credit Agreement, each reference ” contained therein shall be deemed 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 refer to this Agreement unless and all references to the context otherwise requires. “Guaranty” contained therein shall be deemed to refer to the Guaranty. The parties hereto further acknowledge and agree that (ei) Upon this Agreement constitutes an amendment of the effectiveness of this Agreement, Original Credit Agreement made under and in accordance with the terms of this Agreement shall govern all aspects Section 15.1 of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Original Credit Agreement and any settlements (ii) the Revolving Note (as defined in the Original Credit Agreement) is hereby cancelled and shall have no further force or effect it being understood that (x) the obligations thereunder were purchased by the Initial Lenders pursuant to be made with respect theretothe Assumption and Assignment Agreement and (y) such obligations so purchased constitute Existing Obligations hereunder for all purposes.

Amendment and Restatement. (a) This Agreement amends and restates the Existing Credit Agreement in its entirety and constitutes the Second Amended integrated agreement of the parties hereto, it being expressly agreed that (a) this Agreement does not constitute a novation, refinancing or replacement of the obligations and Restated Agreement. Upon liabilities existing under the effectiveness Existing Credit Agreement or evidence of this payment or termination of all or any of such obligations and liabilities, all such obligations and liabilities incurred by the Borrower under the Existing Credit Agreement to continue in full force and effect and to continue to be evidenced hereby on and after the Closing Date, and (b) from and after the Closing Date, the Existing Credit Agreement, as amended and restated hereby, continues in force or effect, including as to the terms and provisions continued existence of the Second Amended “Obligations” under the Existing Credit Agreement and Restated the other Credit Documents and as defined therein, the representations and warranties made, covenants agreed to, and the actions or omissions performed or required to be performed under the Existing Credit Agreement shalland the other Credit Documents, subject in each case, on or prior to this Section 14.15, be superseded herebythe Closing Date. (b) Notwithstanding On and after the amendment Closing Date, all references to the Existing Credit Agreement (or to any amendments or amendments and restatement of restatements thereof) in the Second Amended and Restated Agreement by Credit Documents (other than 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 be deemed to occur by reason of refer to the amendment Existing Credit Agreement, as amended and restatement of restated hereby, and except as the Second Amended and Restated context otherwise provides, on or after the Closing Date, all references to this Agreement hereby; and (ii) Seller herein shall continue be deemed to be liable references to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Existing Credit Agreement, including, but not limited to, those events as amended and conditions set forth in Article X thereofrestated hereby. (c) This Agreement amendment and restatement is given in substitution for the Second Amended and Restated Agreement and not limited as payment of any of the obligations of Seller thereunder, written and is in no way intended not a consent to constitute a novation of the Second Amended and Restated Agreement. Nothing contained any other amendment, restatement or waiver, whether or not similar, and, except as expressly provided 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. (d) Upon the effectiveness of this Agreement, each reference to the Second Amended and Restated Agreement in any other documentCredit Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Credit Documents remain in full force and Restated Agreement and effect unless otherwise specifically amended hereby or by any settlements to be made with respect theretoother Credit Document.

Amendment and Restatement. (a) This Agreement amends is intended to amend and restates restate and supersede and replace in its entirety the Second Amended Existing Credit Agreement, without novation, with the Commitments set forth herein and Restated the Lenders and L/C Issuers party hereto. Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof shall cease to be a Lender on the Closing Date upon payment of all amounts (except principal) due to it under Section 4.01(e) and all amounts of principal owing to it under Section 10.22(b). Without limiting the generality of the foregoing, on the Closing Date, each Lender listed on the signature pages hereof not previously party to the Existing Credit Agreement 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. Upon , in order to effect the effectiveness 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 Letters of Credit in accordance with this Agreement and (ii) all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Existing Credit Agreement, including all accrued and unpaid Facility Fees under (and as defined in) Section 2.09(a) of the Existing Credit Agreement, Letter of Credit Fees under (and as defined in) Section 2.03(h) of the Existing Credit Agreement, and fronting fees under (and as described in ) Section 2.03(i) of the Existing Credit Agreement, and all fees and expenses outstanding under Section 10.04(a) and Section 10.04(b) of the Existing Credit Agreement and other similar costs and expenses, will be due and payable on the Closing Date. The Letters of Credit (undrawn or drawn but as yet 127 sf-3344711 unreimbursed as of the Closing Date) outstanding under the Existing Credit Agreement on the Closing Date, which are specified on Schedule 1.02, shall, following the satisfaction of all conditions precedent as set forth in Section 4.01 to the initial Credit Extension hereunder, be deemed to constitute Letters of Credit issued hereunder in the same manner and subject to the same terms and provisions conditions as if issued initially as Letters of the Second Amended and Restated Agreement shall, subject Credit pursuant to this Section 14.15, be superseded hereby2.03. (b) Notwithstanding On the amendment Closing Date, each “Tranche 1 Loan” and restatement “Tranche 2 Loan” under the Existing Credit Agreement shall be deemed to be a Tranche 1 Loan hereunder, and each “Tranche 3 Loan” under the Existing Credit Agreement shall be deemed to be a Tranche 2 Loan hereunder. Each Tranche 1 Lender hereunder shall have the Applicable Percentage for Tranche 1 as set forth in Schedule 2.01. Each Tranche 1 Lender having Tranche 1 Loans outstanding on the Closing Date and whose Applicable Percentage in respect of such Tranche 1 Loans has been decreased on the Second Amended Closing Date, and Restated each Lender under the Existing Credit Agreement by this Agreement: not continuing as a Lender hereunder, shall be deemed to have assigned on the Closing Date, without recourse, ratably to each Tranche 1 Lender increasing its Tranche 1 Commitment (an “Increasing Tranche 1 Lender”) and to any new Tranche 1 Lender with a Tranche 1 Commitment (a “New Tranche 1 Lender”) on the Closing Date such ratable portion of such Tranche 1 Loans as shall be necessary to effectuate such adjustment. Each Increasing Tranche 1 Lender and each New Tranche 1 Lender on the Closing Date shall (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 be deemed to occur by reason have assumed such ratable portion of the amendment such Tranche 1 Loans and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable fund on the Closing Date such assumed amounts to the Purchasers and Administrative Agent for the Agent account of each such assigning Lender in accordance with respect the provisions hereof in the amount notified to (A) all “Obligations” accrued to such Increasing Tranche 1 Lender or New Tranche 1 Lender by the date hereof under Administrative Agent. Each Tranche 2 Lender hereunder shall have the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions Applicable Percentage for Tranche 2 as set forth in Article X thereofSchedule 2.01. Each Tranche 2 Lender having Tranche 2 Loans outstanding on the Closing Date and whose Applicable Percentage in respect of such Tranche 2 Loans has been decreased on the Closing Date, and each Lender under the Existing Credit Agreement not continuing as a Lender hereunder, shall be deemed to have assigned on the Closing Date, without recourse, ratably to each Tranche 2 Lender increasing its Tranche 2 Commitment (an “Increasing Tranche 2 Lender”) and to any new Tranche 2 Lender with a Tranche 2 Commitment (a “New Tranche 2 Lender”) on the Closing Date such ratable portion of such Tranche 2 Loans as shall be necessary to effectuate such adjustment. Each Increasing Tranche 2 Lender and each New Tranche 2 Lender on the Closing Date shall (i) be deemed to have assumed such ratable portion of such Tranche 2 Loans and (ii) fund on the Closing Date such assumed amounts to the Administrative Agent for the account of each such assigning Lender in accordance with the provisions hereof in the amount notified to such Increasing Tranche 2 Lender or New Tranche 2 Lender by the Administrative Agent. (c) This Agreement is given in substitution for the Second Amended The Company ratifies, affirms and Restated Agreement and not as payment acknowledges all of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended and Restated Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (its Obligations in respect of its obligations under any Performance Undertaking) existing prior the Existing Letters of Credit and related Issuer Documents, and the Tranche 1 Lenders shall be deemed to have participating interests in the date hereofExisting Letters of Credit and related Issuer Documents as of the Closing Date in accordance with their Applicable Tranche 1 Percentage as reflected in Schedule 2.01 attached hereto. (d) Upon All previously outstanding promissory notes under the effectiveness Existing Credit Agreement will be deemed cancelled upon the occurrence of this Agreementthe Closing Date and the issuance of the Notes hereunder. Additionally, each reference those Lenders party hereto which are also party to the Second Amended and Restated Existing Credit Agreement in hereby waive 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased prior notice requirement under the Second Amended Existing Credit Agreement with 128 sf-3344711 respect to the termination of commitments thereunder and Restated Agreement and the making of any settlements to be made with respect thereto.prepayments thereunder. 129 sf-3344711

Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent, the L/C Issuers and the Lenders: (a) This Agreement amends The Borrower, the Administrative Agent, the L/C Issuers and restates in its entirety the Second Amended and Restated Agreement. Upon Lenders hereby agree that, on the effectiveness of this AgreementClosing Date, the terms and provisions of the Second Amended Existing 2013 Multi-Year Credit Agreement shall be and Restated Agreement shallhereby are amended and restated in their entirety by the terms, subject to conditions and provisions of this Section 14.15Agreement, and the terms and provisions of the Existing 2013 Multi-Year Credit Agreement, except as otherwise expressly provided herein, shall be superseded herebyby this Agreement. (b) Notwithstanding the this amendment and restatement of the Second Amended Existing 2013 Multi-Year Credit Agreement, including anything in this Section 10.20, and Restated of any related “Loan Documents” (as such term is defined in the Existing 2013 Multi-Year Credit Agreement by this and referred to herein, individually or collectively, as the “Prior Loan Documents”), (a) all Obligations (as defined in the Existing 2013 Multi-Year Credit Agreement: ) outstanding under the Existing 2013 Multi-Year Credit Agreement and other Prior Loan Documents (ithe “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (b) each Purchaser Interest existing on the date hereof under the Second Amended and Restated of this 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to Notes and any other Loan Document (Aas defined herein) all “Obligations” accrued to the date hereof under the Second Amended that is amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent restated in connection with events this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower under the Existing 2013 Multi-Year Credit Agreement or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events any other Prior Loan Document and conditions set forth in Article X thereof. (c) This Agreement is given in substitution for neither the Second Amended execution and Restated Agreement and not as payment delivery of such documents nor the consummation of any of the obligations of Seller thereunder, and other transaction contemplated hereunder is in no way intended to constitute a novation of the Second Amended Existing 2013 Multi-Year Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. (c) The parties hereby agree that (i) on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and Restated Agreement. Nothing contained herein is intended (ii) the transactions contemplated under this Section 10.20 shall not give rise to amend, modify or otherwise affect any obligation of Seller, Servicer, the Borrower to make any Originator payment under Section 3.04 or JDI 3.05 of the Existing 2013 Multi-Year Credit Agreement (in other than with respect of its to obligations under to make such payments to any Performance Undertaking) existing prior lender party to the date hereof. (d) Upon the effectiveness Existing 2013 Multi-Year Credit Agreement who is not also a party to this Agreement). [The remainder 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 requirespage intentionally left blank. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.]

Amendment and Restatement. It is the intention of each of the parties hereto that (a) This the Existing Credit Agreement amends be amended and restates restated in its entirety pursuant to this Agreement so as to preserve the Second Amended perfection and Restated Agreement. Upon priority of all security interests securing indebtedness and obligations under the effectiveness of this Existing Credit Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment that all Indebtedness and restatement Obligations of the Second Amended Borrower and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof Guarantors hereunder and under the Second Amended other Loan Documents shall be secured by the liens and Restated 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 Existing Credit Agreement (or serve to terminate Section 10.3 of the Existing Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as 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 constitutes an amendment of the Existing 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 Documents shall continue in effect as a Purchaser Interest hereunderfull force and effect. This Agreement restates and replaces, without in its entirety, the Existing Credit Agreement; from and after the Closing Date, any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify reference in any of the Purchasers or the Agent in connection with events or conditions arising or existing prior other Loan Documents to the effective date of “Credit Agreement” or any like term shall be deemed to refer to this Agreement, including, but not limited to, those events and conditions . Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in Article X thereof. (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased entirety such Lender’s “Revolving Commitment” under the Second Amended and Restated Existing Credit Agreement and any settlements to be made with respect thereto(if any).

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the constitutes an amendment and restatement of the Second Amended Existing Credit Agreement effective from and Restated after the Closing Date. The execution and delivery of this Agreement by this Agreement: (i) each Purchaser Interest existing on shall not constitute a novation of any indebtedness or other obligations owing to the date hereof lenders or the administrative agent under the Second Amended and Restated Existing Credit Agreement shall continue in effect as a Purchaser Interest hereunder, without any transfer, conveyance, diminution based on facts or other modification thereto or effect thereon events occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date execution and delivery of this Agreement. The parties hereto agree that, includingon the Closing Date, but not limited tothe following shall be deemed to occur automatically, those events without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and conditions set forth restated in Article X thereof. its entirety pursuant to this Agreement; (b) the loans and any other obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and be deemed to obligations outstanding hereunder; and (c) This all references in the other Loan Documents to the Existing Credit Agreement is given shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made in substitution for the Second Amended and Restated Agreement and not as payment of any accordance with Section 10.02 of the Existing Credit Agreement. All loans and other obligations of Seller thereunder, the Borrower and is in no way intended to constitute a novation Guarantors outstanding as of the Second 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 Closing Date under any Performance Undertaking) existing prior to the date hereof. (d) 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 Existing Credit Agreement shall govern all aspects be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Closing Date, reflect the Commitments of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.Lenders hereunder. [Signature pages omitted 77

Amendment and Restatement. (a) This It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement amends and restates the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in its entirety the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second Amended and Restated AgreementARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms and provisions of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Documents, the Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and that, from and after the Second Amended and Restated Agreement shallARCA Effective Date, subject all references to the “Credit Agreement” contained therein shall be deemed to refer to this Section 14.15, Agreement and all references to the Tranche B Term Loans shall be superseded herebydeemed to refer to the Term Loans. (b) Notwithstanding Each Lender that executes and delivers the amendment Amendment and restatement of Restatement Agreement as an Extending Lender (as defined in the Second Amended Amendment and Restated Agreement by this Restatement 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 will be deemed to occur by reason of the amendment have agreed to have committed pursuant to, and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable subject to the Purchasers terms and conditions of, this Agreement and the Agent with respect Amendment and Restatement Agreement to convert (A) all “Obligations” accrued its Tranche C Term Loans into Tranche C-2 Term Loans in a principal amount (if any) set forth in the signature page of such Lender to the date hereof under the Second Amended Amendment and Restated Restatement Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent its Revolving Loans into 2015 Revolving Loans in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions a principal amount (if any) set forth in Article X thereof. (c) This Agreement is given the signature page of such Lender to the Amendment and Restatement Agreement, in substitution for each case on the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunderARCA Effective Date, and is in no way intended to constitute a novation of the Second Amended Company 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 hereofBorrowers will be liable for such Tranche C-2 Term Loans and 2015 Revolving Loans respectively. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This It is the intention of each of the parties hereto that the Pre-Petition Second Lien Credit Agreement amends be amended and restates restated in its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests and Liens securing indebtedness and obligations under the Pre-Petition Second Amended Lien Credit Agreement and Restated Agreement. Upon the effectiveness of this Agreement, the terms that all Indebtedness and provisions obligations of the Second Amended Borrower and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment Guarantors hereunder and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller Loan Documents shall continue to be liable secured by the Liens and security interests evidenced under the Loan Documents and that this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Pre-Petition Second Lien Credit Agreement. Without limiting the generality of the foregoing, each Loan Party hereby confirms, ratifies and reaffirms (a) its liabilities, guarantees, indebtedness and obligations under the Pre-Petition Second Lien Credit Agreement, as amended and restated hereby, and (b) the Liens and security interests granted or purported to be granted pursuant to the Purchasers Loan Documents (as defined in the Pre-Petition Second Lien Credit Agreement), as amended and restated as contemplated by the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended Loan Documents. The parties hereto further acknowledge and Restated agree that this Agreement and (B) all agreements on the part constitutes an amendment of the Seller Pre-Petition Second Lien Credit Agreement made under and in accordance with the terms of Section 12.02 of the Pre-Petition Second Amended Lien Credit Agreement. In addition, unless specifically amended hereby, each of the Loan Documents shall continue in full force and Restated effect. This Agreement to indemnify restates and replaces, in its entirety, the Pre-Petition Second Lien Credit Agreement; from and after the Effective Date, any reference in any of the Purchasers or the Agent in connection with events or conditions arising or existing prior other Loan Documents to the effective date of “Credit Agreement” shall be deemed to refer to this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the is an amendment and restatement of the Second Amended Existing Credit Agreement, it being acknowledged 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 agreed that 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 amendment and restatement of Effective Date, all obligations outstanding under or in connection with the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated Existing Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or other Loan Documents (such obligations, collectively, the Agent in connection with events or conditions arising or existing prior to the effective date of “Existing Obligations”) constitute obligations under this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) . This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended Existing Credit Agreement or the Existing Obligations. With respect to (i) any date or time period occurring 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 ending prior to the Effective Date, the Existing Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect, and (ii) any date hereof. (d) Upon or time period occurring or ending on or after the effectiveness Effective Date, the rights and obligations 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 parties hereto shall mean and be a reference to governed by this Agreement unless the context otherwise requires. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility exhibits and schedules hereto) and the other Loan Documents. From and after the Effective Date, any reference to the Existing Credit Agreement in any of Receivables purchased under the Second other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Existing Credit Agreement. Without limiting the generality of Section 10.32, the parties agree that: (a) all Existing Obligations outstanding as at the Effective Date shall, as of the Effective Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and (b) each of the other Loan Documents (other than the Existing Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended, except that (A) any references therein to the Existing Credit Agreement shall be deemed to refer to this Agreement, and (B) any security granted or guarantee given pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents shall continue to secure or guarantee, as applicable, the obligations of the Loan Parties arising pursuant to or in connection with this Agreement (including all such obligations arising initially pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents). -190- To: Bank of America, N.A., as Administrative Agent 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Floor Boston, Massachusetts 02110 Attention: Mr. M▇▇▇▇▇▇ ▇▇▇▇▇▇ Re: Amended and Restated Credit Agreement dated as of July 6, 2017 (as modified, amended, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and between, among others, (i) S▇▇▇▇ HOLDINGS LLC, a Delaware limited liability company (“Holdings”) and as a Domestic Borrower, (ii) the other Domestic Borrowers, (iii) the Guarantors party thereto, and (iv) Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), for its own benefit and the benefit of the other Credit Parties. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement. Ladies and Gentlemen: Holdings refers to the above described Credit Agreement and any settlements hereby irrevocably notifies you of the [Committed Borrowing][Conversion of Committed Loans from one Type to the other Type][continuation of Term SOFR Loans] requested below: 1. The Business Day of the proposed [Committed Borrowing][Conversion][continuation] is , 202_.1 2. The aggregate amount of the proposed [Committed Borrowing] [Conversion] [continuation] is (a) $ (which shall be made with respect thereto.in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, in the case of Term SOFR Loans or BA Equivalent Loans), or (b) $ (which, in the case of Domestic Prime Rate Loans or US Index Rate Loans, shall be in a principal amount of $500,000, or a whole multiple of $100,000 in excess thereof or the Equivalent Amount thereof), which [Committed Borrowing][Conversion][continuation] consists of the following Types and following requested currency:

Amendment and Restatement. (a) This Agreement amends In order to facilitate this amendment and restates in its entirety restatement and otherwise to effectuate the Second Amended desires of the Borrower, the Administrative Agent and Restated Agreement. Upon the effectiveness of this AgreementLenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Second Amended Existing Credit Agreement shall be and Restated Agreement shallhereby are amended and restated in their entirety by the terms, subject to conditions and provisions of this Section 14.15Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded hereby. (b) by this Agreement. Notwithstanding the this amendment and restatement of the Second Amended Existing Credit Agreement, including anything in this Section 10.18, and Restated of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement by this Agreement: and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) each Purchaser Interest existing on all Obligations (as defined in the date hereof Existing Credit Agreement) outstanding under the Second Amended Existing Credit Agreement and Restated Agreement other Prior Loan Documents (the “Existing Obligations”) shall continue in effect as a Purchaser Interest hereunderObligations hereunder to the extent not repaid on or before the Closing Date, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers each of this Agreement and the Agent with respect to Notes and any other Loan Document (Aas defined herein) all “Obligations” accrued to the date hereof under the Second Amended that is amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent restated in connection with events or conditions arising or existing prior to the 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 in as a substitution for the Second Amended and Restated Agreement for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any of the obligations of Seller thereunder, and other transaction contemplated hereunder is in no way intended to constitute a novation of the Second Amended Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and Restated Agreementthe Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. Nothing contained herein is intended The Existing Lenders agree that the transactions contemplated by this Agreement shall not give rise to amend, modify or otherwise affect any obligation of Sellerthe Borrower to make any payment under Section 3.05 of the Existing Credit Agreement. The parties hereby agree that, Serviceron the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Originator or JDI Loans 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 Assignments and Assumptions (as defined in respect of its obligations the Existing Credit Agreement) under any Performance Undertaking) existing prior the Existing Credit Agreement. Notwithstanding anything to the date hereof. (d) Upon contrary in Section 10.06 of the effectiveness Existing Credit Agreement or Section 10.06 of this Agreement, each reference to the Second Amended no other documents or instruments, including any Assignment and Restated Agreement in any other documentAssumption, instrument or agreement shall be executed and/or delivered in connection therewith with these assignments (all of which requirements are hereby waived), and such assignments 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements 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 theretoto 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 such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.

Amendment and Restatement. It is the intention of each of the parties hereto that (a) This the Existing Credit Agreement amends be amended and restates restated in its entirety pursuant to this Agreement so as to preserve the Second Amended perfection and Restated Agreement. Upon priority of all security interests securing indebtedness and obligations under the effectiveness of this Existing Credit Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment all Indebtedness and restatement Obligations of the Second Amended Borrower and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof Guarantors hereunder and under the Second Amended other Loan Documents shall be secured by the liens and Restated security interests evidenced under the Loan Documents and (c) this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Existing Credit Agreement (or serve to terminate Section 10.3 of the Existing Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as 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 constitutes an amendment of the Existing 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 Documents shall continue in effect as a Purchaser Interest hereunderfull force and effect. This Agreement restates and replaces, without in its entirety, the Existing Credit Agreement; from and after the Closing Date, any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify reference in any of the Purchasers other Loan Documents to the “Credit Agreement” or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Agent Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in connection with events or conditions arising or existing its entirety such Lender’s “Revolving Commitment” under the Existing Credit Agreement (if any). Each of the Lenders party hereto that was a Lender under and as defined in the Existing Credit Agreement hereby waives any Event of Default under and as defined in the Existing Credit Agreement resulting from the restatement of those certain audited consolidated financial statements for PGI and its Subsidiaries for the Fiscal Years ended December 31, 2021 and December 31, 2022, including in each case the related statements of income, shareholders’ equity and cash flows, which restatement occurred prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereofClosing Date. (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends constitutes an amendment and restates restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in its entirety the Second Amended Existing Credit Agreement (which indebtedness and Restated Agreement. Upon obligations shall survive, be renewed, extended and restated by the effectiveness terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Second Amended Existing Credit Agreement and Restated the Existing Guaranty Agreement shall, subject to this Section 14.15, in their entirety. This Agreement is not intended as and shall not be superseded hereby. (b) Notwithstanding the amendment and restatement construed as a release or novation of any or all of the Second Amended obligations and Restated Agreement by this Agreement: (i) each Purchaser Interest liabilities existing on the date hereof under the Second Amended and Restated Existing Credit Agreement, the Existing Guaranty 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to (A) all “ObligationsExisting Guaranty Agreement", “Guaranty Agreement” accrued to or the date hereof under the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify terms thereof in any of the Purchasers or the Agent in connection with events or conditions arising or existing prior Loan Documents shall automatically be deemed to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 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 the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) 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 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 unless or any other Loan Documents. Each lender party to the context otherwise requires. (e) Upon the effectiveness of this Agreement, the terms of Existing Credit Agreement that is not a party this Agreement shall govern all aspects have been paid in full with the proceeds of the facility contemplated herein, including, without limitation, funding on the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect theretoClosing Date.

Amendment and Restatement. (a) This On the Restatement Effective Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of the Second Amended and Restated Agreement shalleffect, subject except to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: evidence (i) each Purchaser Interest existing on the date hereof incurrence by the Initial Borrower of the obligations under the Second Amended and Restated Existing Credit Agreement shall continue in effect (whether or not such obligations are contingent 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 amendment Restatement Effective Date or released pursuant to and restatement in accordance with the terms of the Second Amended and Restated Agreement hereby; and Borrower Assignment Agreement), (ii) Seller 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 liable to secured by L▇▇▇▇ granted under and evidenced by the Purchasers 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 Agent with respect to (A) all “Obligations” accrued to Administrative Agent’s and the date hereof Lenders’ rights and remedies under the Second Amended and Restated this Agreement and (B) the other Loan Documents shall apply to all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is in no way intended not a consent to constitute a novation any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the Second Amended Loan Documents shall continue in full force and Restated Agreement. Nothing contained herein is intended to amendeffect and, modify or otherwise affect any obligation of Sellerfrom and after the Restatement Effective Date, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertaking) existing prior all references to the date hereof. (d) Upon the effectiveness of “Credit Agreement” contained therein shall be deemed to refer to 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety Effective immediately upon the Second Amended and Restated Agreement. Upon the effectiveness of this AgreementClosing Date, the terms and provisions conditions of the Second Amended Existing Credit Agreement shall be amended and Restated restated as set forth herein and the Existing Credit Agreement shallshall be superseded by this Agreement. On the Closing Date, subject the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the grant of security interests and Liens in the 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 continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue to be outstanding except as expressly modified by this Agreement and shall be governed in all respects by this Agreement and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a novation, satisfaction, payment or reborrowing of any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any other “Loan Document” (as defined in the Existing Credit Agreement), nor does it operate as a waiver of any right, power or remedy of the Agent or any Lender under any “Loan Document” (as defined in the Existing Credit Agreement). All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Section 14.15, be superseded herebyAgreement and the provisions hereof. (b) Notwithstanding It is understood and agreed that to the amendment and restatement extent that the Commitments of the Second Amended and Restated Lenders under the Existing Credit Agreement by (as in effect immediately prior to this Agreement: (i) each Purchaser Interest existing are different than the Commitments of the Lenders set forth on Schedule 1.1(a), then on the date hereof under the Second Amended and Restated Agreement shall continue in effect as a Purchaser Interest hereunderClosing Date, without the necessity of any transferaction on behalf of the Lenders or any other Person, conveyance, diminution or other modification thereto or effect thereon occurring or being each Lender shall be deemed to occur have irrevocably sold, transferred, conveyed and assigned to each other Lender a portion of its Commitment (including participation interests in Letters of Credit and Swingline Loans) such that, after giving effect to such assignments by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable all Lenders, each Lender’s Commitment is equal to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions applicable amount set forth in Article X thereofon Schedule 1.1(a). (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This On the Effective Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of effect, except that the Second Amended Borrower, the Administrative Agent and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: Lenders agree that (i) each Purchaser Interest existing 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 Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the date hereof Effective Date under Section 5.02 of the Second Amended and Restated Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect as a Purchaser Interest hereunderwith respect to all Secured Obligations, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of (v) the amendment and restatement of the Second Amended and Restated Existing Credit Agreement hereby; and (ii) Seller shall continue to evidence any action or omission performed or required to be liable performed pursuant to the Purchasers and the Agent with respect to (A) all “Obligations” accrued Existing Credit Agreement prior to the date hereof under Effective Date (including any failure, prior to the Second Amended and Restated Agreement Effective Date, to comply with the covenants contained in the Existing Credit Agreement), and (Bvi) all agreements on the part Existing Letters of Credit shall be deemed to be issued under this 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 Seller under the Second Amended and Restated Existing Credit Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) Effective Date. This Agreement is given not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated Agreement. Nothing contained herein is intended 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 Administrative Agent’s, the Lenders’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan Documents shall apply to amendall of the Indebtedness incurred under the Existing Credit Agreement and the Letters of Credit issued thereunder. (c) On and after the Effective Date, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertakingi) existing prior all references to the date hereofExisting Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated), (ii) all references to any section (or subsection) of the 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 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 (as it may be further amended, modified or restated). (d) Upon the effectiveness of this AgreementThis amendment and restatement is limited as written and is not a consent to any other amendment, each reference to the Second Amended and Restated Agreement restatement or waiver, whether or not similar and, except as expressly provided herein or in any other documentLoan Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Loan Documents remain in full force and Restated Agreement and effect unless specifically amended hereby or by any settlements to be made with respect theretoother Loan Document.

Amendment and Restatement. Each of the Parent Guarantor, the Israeli Guarantor and the Borrower (a) This agrees that the Loan Documents, as defined in the Existing Credit Agreement amends and restates as they have been amended or amended and restated on or prior to the date hereof, shall constitute Loan Documents, (b) agrees that any Collateral Documents, as defined in the Existing Credit Agreement and as they have been amended or amended and restated on or prior to the date hereof, shall continue in full force and effect to provide security for, and a guaranty of, the Indebtedness and other Obligations under this Agreement and the Loan Documents; (c) reaffirms and ratifies all of its agreements in such Loan Documents, as they have been amended or amended and restated on or prior to the date hereof; (d) agrees that each reference in such Loan Documents to the Existing Credit Agreement shall be deemed to be references to this Agreement (other than references to the “Existing Credit Agreement” in this Agreement); and (e) agrees that the Administrative Agent is authorized in its own name or in the name of the Guarantors, in the Administrative Agent’s discretion and from time to time, to make such notations on or modifications to such Collateral Documents to reflect the intentions of the parties as expressed herein. On the Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of the Second Amended effect and Restated Agreement shall, subject to this Section 14.15, shall be deemed replaced and superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement in all respects 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended and Restated Existing Credit Agreement. Nothing contained herein is intended to amendFrom and after the Effective Date, modify or otherwise affect all references in any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertaking) existing prior Loan Document to the date hereof. (d) Upon the effectiveness of this “Credit Agreement, each reference ” shall be deemed 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 requiresAgreement. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This On the Restatement Effective Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of the Second Amended and Restated Agreement shalleffect, subject except to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: evidence (i) each Purchaser Interest existing on the date hereof incurrence by the Borrower of the obligations under the Second Amended and Restated Existing Credit Agreement shall continue in effect (whether or not such obligations are contingent 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and Restatement Effective Date), (ii) Seller 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 liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof secured by Liens evidenced under the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunderSecurity Documents, and is in no way intended to that this Agreement does not constitute a novation or termination of the Second Amended Indebtedness 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.163)

Amendment and Restatement. (a) This Credit Agreement amends is an amendment and restates restatement of the Existing Credit Agreement and does not constitute a novation of the Existing Credit Agreement. All “Obligations” under the Existing Credit Agreement (to the extent not paid on or prior to the Effective Date), and all security interests, Liens, and collateral assignments granted to the Administrative Agent (as defined in the Existing Credit Agreement) or the Collateral Agent (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other “Credit Documents” defined therein, hereby are renewed and continued in full force and effect, and hereafter shall be governed by this Credit Agreement or, to the extent appropriate, such other Credit Document as further amended or modified from time to time. All existing “Credit Documents” previously executed in connection with the Existing Credit Agreement shall continue in full force and effect, except to the extent such agreement is amended, restated or replaced in connection with this Credit Agreement, and any and all references therein to the Existing Credit Agreement (regardless of terminology) shall refer to and mean this Credit Agreement. Without limiting the foregoing, the Credit Agreement Parties acknowledge and agree that any and all obligations of BofA, DBTCA and the other lenders under the Existing Credit Agreement (by virtue of the Bank Assignment Agreement or otherwise) are governed by the terms of this Credit Agreement (as an amendment and restatement in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded herebyExisting Credit Agreement). (b) Notwithstanding The Borrower and Holdings acknowledge and agree that as of the close of business on June 27, 2005, the aggregate amount of Revolving Outstandings under and as defined in the Existing Credit Agreement (excluding the undrawn amount of the Existing Letters of Credit) is $141,770,606.13, and the aggregate amount of Term Loan Outstandings under and as defined in the Existing Credit Agreement is $205,776,241.50. As of the date hereof, none of the Credit Parties or any of their respective Affiliates has offset rights, counterclaims or defenses of any kind against any of their obligations, indebtedness or liabilities under the Existing Credit Agreement. As of the date hereof immediately prior to the amendment and restatement of the Second Amended and Restated Existing Credit 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, there exists no Default or Event of Default under and as defined in the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect theretoExisting Credit Agreement.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the is an amendment and restatement of the Second Amended Existing Credit Agreement, it being acknowledged 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 agreed that 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 amendment and restatement of Effective Date, all obligations outstanding under or in connection with the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated Existing Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or other Loan Documents (such obligations, collectively, the Agent in connection with events or conditions arising or existing prior to the effective date of “Existing Obligations”) constitute obligations under this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) . This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended Existing Credit Agreement or the Existing Obligations. With respect to (i) any date or time period occurring 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 ending prior to the Effective Date, the Existing Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect, and (ii) any date hereof. (d) Upon or time period occurring or ending on or after the effectiveness Effective Date, the rights and obligations 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 parties hereto shall mean and be a reference to governed by this Agreement unless the context otherwise requires. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility exhibits and schedules hereto) and the other Loan Documents. From and after the Effective Date, any reference to the Existing Credit Agreement in any of Receivables purchased under the Second Amended other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and Restated the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Existing Credit Agreement. Without limiting the generality of Section 10.32, the parties agree that: (a) all Existing Obligations outstanding as at the Effective Date shall, as of the Effective Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and (b) each of the other Loan Documents (other than the Existing Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended, except that (A) any references therein to the Existing Credit Agreement shall be deemed to refer to this Agreement, and (B) any security granted or guarantee given pursuant to or in connection with the Existing Credit Agreement and any settlements the other Loan Documents shall continue to be made secure or guarantee, as applicable, the obligations of the Loan Parties arising pursuant to or in connection with respect theretothis Agreement (including all such obligations arising initially pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents).

Amendment and Restatement. It is the intention of each of the parties hereto that (a) This the Existing Credit Agreement amends be amended and restates restated in 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 Borrowers and the Guarantors hereunder and under the other Credit Documents shall be secured by the liens and security interests evidenced under the Credit Documents (as defined in the Existing Credit Agreement), as amended hereby and by the Second Amended US Master Reaffirmation Agreement, the Second Canadian Master Reaffirmation Agreement, the UK Third Supplemental Debenture, the UK Third Supplemental Partnership Debenture and Restated the UK Third Supplemental Share Charge and that such documents shall continue in full force and effect as so amended (or amended and restated) and (c) that this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Existing Credit Agreement (or serve to terminate Sections 12.06 and 13.01 of the Existing Credit Agreement or any of the Borrowers’ obligations thereunder with respect to the Agents (as defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnified Persons (as defined in the Existing Credit Agreement)). Upon The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 13.12 of the Existing Credit Agreement, including with respect to the non-pro rata termination of the Revolving Loan Commitments of any Lenders (as defined in the Existing Credit Agreement) party to the Existing Credit Agreement immediately prior to the effectiveness of this AgreementAgreement that are not party hereto. In addition, unless specifically amended hereby, each of the Credit Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the terms Existing Credit Agreement; from and provisions after the Effective Date, any reference in any of the Second other Credit Documents to the “ABL Credit Agreement”, the “Amended and Restated Agreement shallABL Credit Agreement”, subject the “Credit Agreement” or the “Amended and Restated Credit Agreement” or any like term shall be deemed to refer to this Section 14.15Agreement. Each Lender with a Revolving Loan Commitment on the Effective Date shall be deemed to have agreed that its Revolving Loan Commitment set forth on Schedule 1.01(a) hereto replaces in its entirety such Lender’s “Revolving Loan Commitment” under the Existing Credit Agreement (if any) and each such Lender shall further be deemed to agree (a) that the repayment in full of all outstanding “Revolving Loans” and “Swingline Loans” (each as defined in the Existing Credit Agreement) together with all interest, be superseded hereby. fees and other amounts accrued and payable thereon and all fees and other amounts accrued and payable in respect of all “Letters of Credit” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, in each case, to such date on the Effective Date with the proceeds of the initial Borrowing of Revolving Loans under this Agreement constitutes the payment in full of all Obligations (as defined in the Existing Credit Agreement) owed to it under the Existing Credit Agreement (other than unasserted contingent obligations that would survive the termination of the Existing Credit Agreement), (b) Notwithstanding to the amendment and restatement continuance of the Second Amended and Restated Agreement by this outstanding “Letters of Credit” (as defined in the Existing Credit Agreement: (i) each Purchaser Interest existing on the date hereof as Letters of Credit 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for that such Lender waives the Second Amended and Restated Agreement and not as payment of right to any compensation due under Section 2.11 of the obligations of Seller thereunder, and is in no way intended to constitute Existing Credit Agreement solely as a novation result of the Second Amended and Restated early repayment in full of all outstanding “Revolving Loans” (as defined in the Existing Credit 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 on the date hereofEffective Date. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety Effective immediately upon the Second Amended and Restated Agreement. Upon the effectiveness of this AgreementClosing Date, the terms and provisions conditions of the Second Amended Existing Credit Agreement shall be amended and Restated restated as set forth herein and the Existing Credit Agreement shall, subject to this Section 14.15, shall be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on . On the date hereof Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the grant of security interests and Liens in the Collateral by the Borrowers and the Guarantors under the Second Amended Existing Credit Agreement and Restated Agreement the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be terminated, extinguished or annulled (except for those certain security interests and liens released simultaneously herewith) but shall hereafter continue to be in full force and effect and be governed by this Agreement and the other Loan Documents. All Obligations (as a Purchaser Interest hereunder, without any transfer, conveyance, diminution or defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other modification thereto or effect thereon occurring or being deemed to occur by reason of “Loan Documents” (as defined in the amendment and restatement of the Second Amended and Restated Agreement hereby; and (iiExisting Credit Agreement) Seller shall continue to be liable outstanding except as expressly modified by this Agreement and 165 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 Credit Agreement or any other “Loan Document” (as defined in the Existing Credit Agreement), nor does it operate as a waiver of any right, power or remedy of the Agent or any Lender under any “Loan Document” (as defined in the Existing Credit Agreement). All references to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) Upon the effectiveness of this Agreement, each reference to the Second Amended and Restated Existing Credit Agreement in any Loan Document or other document, document or instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference deemed to refer to this Agreement unless and the context otherwise requiresprovisions hereof. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party 146 hereto: (a) This the Existing Credit Agreement amends shall be deemed to be amended and restates restated in its entirety pursuant to this Agreement; (b) the Second Amended Existing Obligations shall continue in full force and Restated Agreement. Upon effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations which shall in all respects be continuing and shall be deemed to be obligations outstanding hereunder; and (c) the guarantees made to the Lenders, the L/C Issuer, the Administrative Agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect and are hereby reaffirmed. On the terms Closing Date, (i) the Borrower shall prepay any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the Lender s▇▇▇▇▇ the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 2.1 (it being understood and agreed that any outstanding loan that is a SOFR Loan (as defined in the Existing Credit Agreement) shall continue as a SOFR Loan (as defined in the Existing Credit Agreement) until the end of the current interest period(s) applicable thereto, and any provisions of the Second Amended Existing Credit Agreement applicable to such loans are incorporated herein by reference, mutatis mutandis, and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller parties hereto hereby agree that such provisions shall continue to be liable apply to such loans until 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 the part end of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (ccurrent interest period(s) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended and Restated Agreementapplicable thereto). 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.147

Amendment and Restatement. (a) This Agreement amends is an amendment and restates in its entirety restatement of the Second Amended Original Credit Agreement and Restated is not a novation of the Original Credit Agreement. Upon This Agreement reflects amendments to the effectiveness Original Credit Agreement that have been agreed upon by the parties thereto and has been restated solely for the purposes of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded herebyincorporating such amendments in a consolidated format. (b) Notwithstanding the amendment and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable All references to the Purchasers and the Agent with respect to (A) all “ObligationsCredit Agreement” accrued or similar references to the date hereof under the Second Amended and Restated Original Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify in any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 Loan Documents shall mean and be a reference to this Agreement unless the context otherwise requiresAgreement, as it may be further amended, supplemented, restated or replaced from time to time, without any requirement to amend such Loan Documents. (ec) Upon All Obligations (as defined in the effectiveness Original Credit Agreement) under the Original Credit Agreement shall be continuing with only the terms thereof being modified as provided in this Agreement, and 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 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 subject to the terms and conditions of this Agreement. Interest and fee pricing with respect to 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 Borrowings from and after the Effective Date shall be as set out in this Agreement. Each Loan Party hereby acknowledges, ratifies, and confirms that as of the Effective Date, the terms of this Agreement shall govern all aspects aggregate principal balance of the facility contemplated hereinPre-Existing Borrowings, includingand the allocation thereof between the Lenders, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect theretois as set forth on Schedule 1.7(c) hereto.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) Upon the effectiveness of this AgreementAmendment Agreement as provided in Section 2 below, each reference the Credit Agreement (including the Schedules and Exhibits thereto) shall be amended and restated to read as set forth in Exhibit A attached hereto (including the Schedules and Exhibits attached to such Exhibit A), and the Administrative Agent is hereby directed to enter into such Loan Documents and to take such other actions as may be required to give effect to the Second Amended transactions contemplated hereby. As so amended and restated, the Credit Agreement is hereinafter referred to as the “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 requiresCredit Agreement”. (eb) Upon the effectiveness of this AgreementAmendment Agreement as provided in Section 2 below, the Commitments of each Lender under the Credit Agreement that does not have a “Revolving Commitment” under the Restated Credit Agreement (including the Commitments under the Credit Agreement of each person that executes this Amendment Agreement as a “Non-Continuing Lender”) shall terminate. (c) From and after the effectiveness of such amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of this similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Credit Agreement shall govern all aspects as amended and restated in the form of the facility contemplated hereinRestated Credit Agreement, includingand the term “Credit Agreement”, without limitationas used in the Loan Documents, shall mean the eligibility of Receivables purchased under Restated Credit Agreement. Capitalized terms used but not defined herein shall have the Second Amended and meanings assigned to such terms in the Restated Agreement and any settlements to be made with respect theretoCredit Agreement.

Amendment and Restatement. (a) This On the Initial Funding Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of the Second Amended and Restated Agreement shalleffect, subject except to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: evidence (i) each Purchaser Interest existing on the date hereof under incurrence by 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 Borrower of the amendment “Obligations” under and restatement as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Second Amended and Restated Agreement hereby; and Initial Funding Date but without duplication of the Obligations hereunder), (ii) Seller shall continue to be liable to the Purchasers representations and warranties made by 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing Borrower prior to the effective date of this Initial Funding Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Initial Funding Date (including any failure, on or prior to the Initial Funding Date, to comply with the covenants contained in such Existing Credit Agreement, including, but not limited to, those events ). The amendments and conditions restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in Article X thereof. (c) the Existing Credit Agreement existing on or prior to the Initial Funding Date. This Agreement is given not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated 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 Agents’, Lenders’ and Issuing Bank’s rights and remedies under this Agreement and the other Loan Documents shall apply to all of the “Obligations” incurred under and as defined in the Existing Credit Agreement. Nothing contained herein is intended to amend. (c) On and after the Initial Funding Date, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertakingi) existing prior all references to the date hereofExisting Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any Article, Section, paragraph or sub-clause of the 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 Initial Funding 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) Upon the effectiveness of this AgreementThis amendment and restatement is limited as written and is not a consent to any other amendment, each reference to the Second Amended and Restated Agreement restatement or waiver, whether or not similar and, except as expressly provided herein or in any other documentLoan Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Loan Documents remain in full force and Restated Agreement and effect unless otherwise specifically amended hereby or any settlements to be made with respect theretoother Loan Document.

Amendment and Restatement. (a) Effective upon satisfaction of the conditions set forth in Section 4.1, this Agreement amends, restates, supersedes and replaces the Existing Credit Agreement in its entirety. This Agreement amends constitutes an amendment and restates in its entirety restatement of the Second Amended Existing Credit Agreement and Restated is not, and is not intended by the parties to be, a novation of the Existing Credit Agreement. Upon All outstanding Loans and other Obligations (as defined in the effectiveness Existing Credit Agreement) shall continue to be Loans and Obligations under this Agreement until repaid in cash by the Company. All rights and obligations of the 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 Closing Date shall be deemed waived or cured by this amendment and restatement thereof. All references in the other Loan Documents to the Credit Agreement shall be deemed to refer to and mean this Agreement, as the terms same may be further amended, restated, supplemented or otherwise modified from time to time. Each LoanCredit Party party to any Loan Document (as defined in the Existing Credit Agreement) entered into prior to execution of this Agreement (collectively, the “Reaffirmed Documents”) hereby (i) ratifies and provisions reaffirms its obligations under each Reaffirmed Document except as otherwise amended and restated on the Closing Date and (ii) acknowledges and agrees that (A) all Liens granted to the Administrative Agent to secure the Obligations (under and as defined in the Existing Credit Agreement) remain in full force and effect except as otherwise amended and restated on the Closing Date and (B) the validity, perfection and priority of the Second Amended and Restated Agreement shall, subject to this Section 14.15, such Liens will not be superseded hereby. (b) Notwithstanding impaired by the amendment and restatement of the Second Existing Credit Agreement or any other Loan Document. [Attached.] ▇▇▇▇▇ Fargo Bank, National Association, as Agent under the Credit Agreement referred to below 1525 West ▇.▇. ▇▇▇▇▇▇ Blvd. 1B1 Charlotte, North Carolina 28262 Attn: ▇▇▇▇▇ ▇▇▇▇▇, Syndication Agency Services Ladies and Gentlemen: Pursuant to Section 2.1(b)(i) and/or Section 2.9(b)(i) of the Amended and Restated Credit Agreement by this (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of July 2, 2021 among UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the laws of Maryland (the “Company”), the Lenders and other financial institutions from time to time party thereto (the “Lenders”) and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Agent for the Lenders, the Company hereby requests the following: (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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements I. Revolving Loans to be made with respect thereto.on [date] as follows (the “Proposed Revolving Borrowing”):

Amendment and Restatement. (a) This Agreement amends shall fully amend and restates in its entirety restate the Second Amended and Restated Existing Credit Agreement. Upon The Lenders’ interests with respect to the effectiveness of this Loan proceeds outstanding under (and as defined in) the Existing Credit Agreement, shall be reallocated on the terms and provisions Effective Date in accordance with each Lender’s Commitments. The principal amount outstanding under the Existing Credit Agreement as of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: (i) each Purchaser Interest existing on the date hereof shall be deemed to be Loan proceeds disbursed hereunder and under the Second Amended and Restated Agreement shall continue Notes, with each Lender having funded a portion of such Loan proceeds in effect as a Purchaser Interest hereunderan amount equal to its respective Pro Rata Share thereof; such initial outstanding advances hereunder are set forth on Schedule 1.4 attached hereto. On the Effective Date, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “Obligations” accrued the loan commitment of each Lender that is a party to the date hereof Existing Credit Agreement but not a party to this Agreement (an “Exiting Lender”) shall be terminated, all outstanding obligations owing to such Exiting Lenders under the Second Amended Existing Credit Agreement on the Effective Date shall be paid in full, and Restated Agreement each Exiting Lender shall cease to be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder, and (B) all agreements each Person listed on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (cSchedule 1.1(a) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 attached to this Agreement unless the context otherwise requires. (e) Upon the effectiveness of this Agreement, the terms of shall be a Lender under this Agreement shall govern all aspects of with the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect theretoCommitments set forth opposite its name on such Schedule 1.1(a).

Amendment and Restatement. (a) This On the Closing Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of effect, except that the Second Amended Borrower, the Administrative Agent and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: Lenders agree that (i) each Purchaser Interest existing 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 date hereof Closing Date under Section 2.17 of the Second Amended and Restated 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 as a Purchaser Interest hereunderwith respect to all Indebtedness, without any transfer, conveyance, diminution or other modification thereto or effect thereon occurring or being deemed to occur by reason of and (v) the amendment and restatement of the Second Amended and Restated Existing Credit Agreement hereby; and (ii) Seller shall continue to evidence any action or omission performed or required to be liable performed pursuant to the Purchasers and the Agent with respect to (A) all “Obligations” accrued Existing Credit Agreement prior to the date hereof 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 Second Amended and Restated Existing Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) Closing Date. This Agreement is given not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated Agreementliabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. Nothing contained herein is intended |US-DOCS\140878708.9|| (b) The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’, the Swingline Lender’s and the Issuing Lender’s rights and remedies under this Agreement and the other Credit Documents shall apply to amendall of the Indebtedness incurred under the Existing Credit Agreement and the Letters of Credit issued thereunder. (c) On and after the Closing Date, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertakingi) existing prior all references to the date hereofExisting Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Credit Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated), (ii) all references to any section (or subsection) of the 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) Upon the effectiveness of this AgreementThis amendment and restatement is limited as written and is not a consent to any other amendment, each reference to the Second Amended and Restated Agreement restatement or waiver, whether or not similar and, except as expressly provided herein or in any other documentCredit Document, instrument all terms and conditions of the Credit Documents remain in full force and effect unless specifically amended hereby or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement unless the context otherwise requiresby any other Credit Document. (e) Upon The “Lenders” party to the effectiveness 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 Section 9.25 shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit 1.1(a) hereto as if each of the Lenders had executed an Assignment and Assumption with respect to such reallocation and adjustment. The Borrower and the Administrative Agent hereby consent to such reallocation and adjustment of the 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 Section 9.25. (f) On and after the Closing Date, (i) each Exiting Lender shall cease to be a Lender under this Agreement, the terms of (ii) no Exiting Lender shall have any obligations or liabilities as a Lender under this Agreement with respect to the period from and after the Closing Date and, without limiting the foregoing, no Exiting Lender shall govern all aspects have any Commitment under this Agreement or any LOC Obligations outstanding hereunder and (iii) no Exiting Lender shall have any rights under the Existing Credit Agreement, this Agreement or any other Loan Document as a Lender (other than rights under the Existing Credit Agreement expressly stated to survive the termination of the facility contemplated herein, including, without limitation, Existing Credit Agreement and the eligibility repayment of Receivables purchased amounts outstanding |US-DOCS\140878708.9|| thereunder) and each such Exiting ▇▇▇▇▇▇’s receipt in cash of an amount to repay such Exiting ▇▇▇▇▇▇’s Loans in full under the Second Amended and Restated Existing Credit Agreement and any settlements shall be deemed to be made with respect theretoa consent to the transactions contemplated hereby.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Existing Credit Agreement. Upon This Agreement and the effectiveness other Loan Documents govern the present relationship between the Loan Parties, Agent and Lenders. 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 other Liens each of the Loan Parties by this Agreement, acknowledges, reaffirms and confirms to Agent and Lenders. In addition, except as otherwise provided herein, all monetary obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Existing Credit Agreement, other than Excluded Swap Obligations (the “Existing Credit Agreement Obligations”) shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness the Loan Parties, by this Agreement, acknowledge reaffirm and confirm. Nothing herein shall be construed to be a novation or extinguishment of the Existing Credit Agreement Obligations. The Loan Parties agree that any outstanding commitment or other obligation to make advances or otherwise extend credit or credit support to any Loan Party pursuant to the Existing Credit Agreement is superseded by, and renewed and consolidated under, this Agreement. The Loan Parties represent and warrant that none of them have assigned or otherwise transferred any rights arising under the Existing Credit Agreement. To the extent not amended and restated as of the Closing Date, the Loan Documents executed in connection with the Existing Credit Agreement and in effect prior to the Closing Date (the “Existing Credit Documents”) (i) shall continue in full force and effect, (ii) are hereby ratified, reaffirmed and confirmed in all respects, and (iii) shall, for the avoidance of doubt, constitute “Loan Documents” under this Agreement. The terms of the Loan Documents relating to the terms and provisions of the Second Amended Existing Credit Documents that have been amended and Restated Agreement shallrestated as of the Closing Date shall govern for any period occurring on or after the Closing Date and the terms of such Existing Credit Documents prior to their amendment and restatement shall govern for any period beginning before the Closing Date and ending on the day immediately preceding the Closing Date. In furtherance of the foregoing, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding each reference in any Loan Document to the “Loan Agreement” or any other Loan Document that is being amended and restated as of the Closing Date, is hereby amended, mutatis mutandis, as applicable in the context, to be a reference to, and shall thereafter mean, this Agreement or such other amended and restated Loan Document, as applicable in the context (as each may be amended, modified or supplemented and in effect from time to time) and (c) the definition of any term defined in any Loan Document by reference to the terms defined in the “Loan Agreement” or any other Loan Document that is being amended and restated as of the Closing Date, is hereby amended to be defined by reference to the defined term in this Agreement or such other amended and restated Loan Document as applicable (as each may be amended, modified or supplemented and in effect from time to time). It is acknowledged and agreed that this Agreement is an “ABL Credit Agreement” for all purposes under the ABL Intercreditor Agreement, and, as of the date hereof, is the only “ABL Credit Agreement” in existence for purpose of the ABL Intercreditor Agreement, and the Agent is the “ABL Collateral Agent” for all purposes under the ABL Intercreditor Agreement. In order to induce Lenders to enter into this Agreement on the Closing Date, each Loan Party hereby represents, warrants and covenants to Lenders that it has determined that each Loan Party will benefit specifically and materially from the amendment and restatement of the Second Amended and Restated Existing Credit 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 pursuant to this Agreement unless on the context otherwise requires. (e) Upon Closing Date and that each Loan Party requested and bargained for the effectiveness of this Agreement, the structure and terms of and security for the Loans contemplated by this Agreement shall govern all aspects of on the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect theretoClosing Date.

Amendment and Restatement. (a) This On the Effective Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of the Second Amended and Restated Agreement shalleffect, subject except to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: evidence (i) each Purchaser Interest existing on the date hereof under incurrence by 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 Borrower of the amendment “Obligations” under and restatement as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Second Amended and Restated Agreement hereby; and Effective Date), (ii) Seller shall continue the representations and warranties made by the Borrower prior to the Effective Date and (iii) any action or omission performed or required to be liable performed pursuant to such Existing Credit Agreement prior to the Purchasers and the Agent with respect to Effective Date (A) all “Obligations” accrued including any failure, prior to the date hereof 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 Second Amended and Restated Existing Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereof. (c) Effective Date. This Agreement is given not in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended obligations and Restated 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 ABL Administrative Agent’s, the Supplemental Term Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the “Obligations” incurred under and as defined in the Existing Credit Agreement. Nothing contained herein is intended to amend. (c) On and after the Effective Date, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertakingi) existing prior all references to the date hereofExisting Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any Article, Section or sub-clause of the 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) Upon the effectiveness of this AgreementThis amendment and restatement is limited as written and is not a consent to any other amendment, each reference to the Second Amended and Restated Agreement restatement or waiver, whether or not similar and, except as expressly provided herein or in any other documentLoan Document, instrument or agreement executed and/or delivered in connection therewith shall mean all terms 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 aspects conditions of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended Loan Documents remain in full force and Restated Agreement and effect unless otherwise specifically amended hereby or any settlements to be made with respect theretoother Loan Document.

Amendment and Restatement. (a1) This Agreement amends is and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject shall for all purposes be deemed to this Section 14.15, be superseded hereby. (b) Notwithstanding the an amendment and restatement of the 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 provisions of the amendment and restatement of Existing Credit Agreement. While this Agreement will supersede the Second Amended and Restated Existing Credit Agreement hereby; and (ii) Seller shall continue to be liable to insofar as it constitutes the Purchasers and entire agreement between the Agent with respect to (A) all “Obligations” accrued to parties concerning the date hereof under the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date subject matter of this Agreement, includingthis Agreement merely amends and restates the Existing Credit Agreement and does not constitute or result in a novation or rescission of the Existing Credit Agreement, but not limited to, those events and conditions set forth the existing Guarantees or any other Loan Document except for the release of security contemplated in Article X thereofSection 3.1(3). (c2) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any The parties confirm that none of the outstanding Advances pursuant to the Existing Credit Agreement has been repaid or replaced by new obligations as a result of Seller thereunderthis Agreement. All of those outstanding Advances are deemed to be Advances under this Agreement as more specifically provided in Section 2.3, and is in no way intended to constitute a novation all of the Second Amended and Restated Obligations (as defined in the Existing Credit Agreement. Nothing contained herein is intended ) are deemed to amend, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations be Obligations under any Performance Undertaking) existing prior to the date hereofthis Agreement. (d3) Upon Without in any way limiting the effectiveness terms of the Existing Credit Agreement or the other Loan Documents, the Obligors ratify and confirm the existing Guarantees and agree that they shall continue as guarantees of all of the Obligations and Other Secured Obligations (or that part of them that is described in any particular Guarantee), including those arising as a result of this Agreement, each reference . Any references in the Guarantees or other Loan Documents to the Second Amended and Restated Existing Credit Agreement or section numbers in any other document, instrument or agreement executed and/or delivered in connection therewith the Existing Credit Agreement shall mean and be a reference interpreted as referring to this Agreement unless and the context otherwise requirescorresponding Sections of it, and the Guarantees are hereby amended accordingly. (e4) Upon Without limiting Section 1.2(3): (a) the effectiveness definition of “Secured Parties” in each of the Guarantees dated as of 15 April 2008 is hereby amended so that it means at any time each Person that is then a “Lender,” “Agent” or “Holder” as defined in this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.;

Amendment and Restatement. (a) This The parties hereto acknowledge and agree that this Agreement amends continues, without novation, restates and restates consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in its entirety full force and effect without novation as between the Second Amended parties thereto for that period of time ending on the day prior to the effective date of this Agreement and Restated all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. Upon The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement, Agreement shall constitute Obligations hereunder governed by the terms and provisions hereof. Without in any way limiting the terms of the Second Amended Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and Restated confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement shall(the “Existing Guarantees”) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Section 14.15, be superseded hereby. (b) Agreement). Notwithstanding the amendment and restatement of the Second Amended and Restated Original Credit 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 way of the amendment execution and restatement delivery of the Second Amended and Restated this Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent execution and delivery of any additional Loan Documents in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) Upon the effectiveness of this Agreement, each reference of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the Second Amended and Restated Agreement “Credit Agreement” contained in any other document, instrument or agreement executed and/or the Loan Documents delivered in connection therewith with the Original Credit Agreement shall mean and be a reference deemed to refer to this Agreement unless the context otherwise requireswithout further amendment of those Loan Documents. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) Upon the effectiveness of this Amendment Agreement as provided in Section 2 below, the Credit Agreement (including the Schedules and Exhibits thereto) shall be amended and restated to read as set forth in Exhibit A attached hereto (including the Schedules and Exhibits attached to such Exhibit A), and the Administrative Agent is hereby directed to enter into such Loan Documents and to take such other actions as may be required to give effect to the transactions contemplated hereby. As so amended and restated, the Credit Agreement is hereinafter referred to as the “Restated Credit Agreement”. (b) From and after the effectiveness of such amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Restated Credit Agreement, each reference to the Second Amended and Restated Agreement in any other documentshall, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement unless the context otherwise requires, refer to the Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in the Loan Documents, shall mean the Restated Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement. (c) In order to reflect the renumbering of certain Articles and Sections of the Credit Agreement in the Restated Credit Agreement, from and after the effectiveness of such amendment and restatement, any reference in any Loan Document (other than the Restated Credit Agreement) to Article IV, V, VI, VII, VIII, IX or X of the Credit Agreement shall be deemed to be a reference to Article III, IV, V, VI, VII, VIII or IX, respectively, of the Restated Credit Agreement, and references to Section numbers in such Articles of the Credit Agreement, and to Schedules identified by such Section numbers, will be deemed changed to correspond to the numbers of the Articles of the Restated Credit Agreement in which such Sections appear. (d) Each LC Subsidiary that is a party hereto hereby confirms that it is a party to the Credit Agreement and constitutes an “LC Subsidiary” for all purposes thereof, and affirms and agrees that it is bound by all provisions of the Credit Agreement applicable to it as an LC Subsidiary. (e) Upon In connection with the effectiveness satisfaction of this the condition set forth in clause (h) of Section 4.01 of the Restated Credit Agreement, the terms of this Administrative Agent and each Lender party to the Credit Agreement shall govern all aspects hereby waive any requirement set forth in Section 2.10(d) or any other provision of the facility contemplated herein, including, without limitation, the eligibility Credit Agreement that conditions any prepayment of Receivables purchased under the Second Amended and Restated Agreement and Loans thereunder on a delivery by a Borrower of any settlements to be made with respect theretoprior written notice.

Amendment and Restatement. (a) This Agreement amends and restates and supersedes and replaces in its entirety the Second Amended Existing Credit Agreement, without novation, with the Commitments set forth herein and Restated the Lenders 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 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. Upon , in order to effect the effectiveness 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 Existing Credit Agreement, including all fees and expenses outstanding under Section 11.5 of the Existing 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 subject to the same terms and provisions conditions as if issued initially as Letters of the Second Amended and Restated Agreement shall, subject Credit pursuant to this Section 14.15, be superseded hereby3.3. (b) Notwithstanding On the amendment Restatement Effective Date, each Loan under (and restatement as defined in) the Existing Credit Agreement shall be deemed to be 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 Second Amended Restatement Effective Date, and Restated each Lender under the Existing Credit Agreement by this Agreement: that is not a Lender hereunder, shall be deemed to have assigned on the Restatement Effective Date, without recourse, ratably to each Lender increasing its Commitment (an “Increasing Lender”) and to any new Lender with a Commitment (a “New Lender”) on the Restatement Effective Date such ratable portion of such Loans as shall be necessary to effectuate such adjustment. Each Increasing Lender and each New Lender on the Restatement Effective Date shall (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 be deemed to occur by reason have assumed such ratable portion of the amendment such Loans and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable fund on the Restatement Effective Date such assumed amounts to the Purchasers and Administrative Agent for the Agent account of each such assigning Lender in accordance with respect the provisions hereof in the amount notified to (A) all “Obligations” accrued to such Increasing Lender or New Lender by the date hereof under the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date of this Agreement, including, but not limited to, those events and conditions set forth in Article X thereofAdministrative Agent. (c) This Agreement is given in substitution for the Second Amended The Borrowers ratify, affirm and Restated Agreement and not as payment acknowledge all of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended and Restated Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (their Obligations in respect of its obligations under any Performance Undertaking) existing prior the Existing Letters of Credit and related documents, and the Lenders shall be deemed to have participating interests in the date hereof.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) Upon All previously outstanding promissory notes under the effectiveness Existing Credit Agreement will be deemed cancelled upon the occurrence of this Agreementthe Restatement Effective Date and the issuance of the Notes hereunder. Additionally, each reference those Lenders party hereto which are also party to the Second Amended and Restated Existing Credit Agreement in hereby waive 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased prior notice requirement under the Second Amended and Restated Existing Credit Agreement and any settlements to be made with respect theretoto the termination of commitments thereunder and the making of any prepayments thereunder.

Amendment and Restatement. (a) This Agreement amends and restates in its entirety The parties hereto hereby agree that upon the Second Amended and Restated Agreement. Upon the effectiveness of this AgreementGuarantee Issuance Date, the terms and provisions of the Second Amended Original Loan Guarantee Agreement which in any manner govern or evidence the Obligations, the rights and Restated Agreement shallinterests of FFB or any Secured Party and any terms, subject conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Section 14.15Agreement, and the terms and provisions of the Original Loan Guarantee Agreement, except as otherwise expressly provided herein, shall be superseded hereby. (b) Notwithstanding the by this Agreement .Notwithstanding this amendment and restatement of the Second Amended Original Loan Guarantee Agreement, including anything in this Section 10.23 and Restated in any Loan Documents (as defined in the Original Loan Guarantee Agreement and referred to herein as the “Existing Loan Documents”) (a) all of the indebtedness, liabilities and obligations owing by this Agreement: (i) each Purchaser Interest existing on the date hereof Borrower under the Second Amended Original Loan Guarantee Agreement and Restated Agreement the other Existing Loan Documents outstanding as of the Guarantee Issuance Date shall continue in effect as a Purchaser Interest Obligations hereunder, without and (b) neither the execution and delivery of this Agreement and any transfer, conveyance, diminution other Loan Document (as defined herein) to be entered into or other modification thereto or effect thereon occurring or being deemed to occur by reason amended as of the amendment and restatement of Guarantee Issuance Date nor the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment consummation of any of the obligations of Seller thereunder, and other transaction contemplated hereunder is in no way intended to constitute a novation of the Second Amended and Restated Agreement. Nothing contained herein is intended to amend, modify Original Loan Guarantee Agreement or otherwise affect of any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertaking) existing prior to the date hereof. (d) 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 aspects of the facility contemplated herein, including, without limitation, other Existing Loan Documents or any obligations thereunder outstanding as of the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect theretoGuarantee Issuance Date.

Amendment and Restatement. (a) This Agreement amends and restates in its their entirety the Second Amended Onshore Loan Agreement and Restated the Offshore Loan Agreement. Upon This Agreement and the effectiveness of this other Transaction Documents govern the present relationship between the Borrower (including in its capacity as successor-by-merger to the Offshore Borrower), the Collateral Manager (including in its capacity as successor-by-merger to the Onshore Collateral Manager and the Offshore Collateral Manager), the Lenders (including, to the extent applicable, in their respective capacities as Onshore Lenders and Offshore Lenders), the Administrative Agent and the Collateral Custodian. This Agreement, the terms and provisions of the Second Amended and Restated Agreement shallhowever, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended intended, nor shall it be construed, to constitute a novation affect, replace, impair or extinguish the creation, attachment, perfection or priority of the Second security interests in, and other Liens on, the “Collateral” (as such term is defined in the Onshore Loan Agreement and the Offshore Loan Agreement) granted by the Borrower, the Offshore Borrower or any other Person under either of the Onshore Loan Agreement or the Offshore Loan Agreement (collectively, the “Existing Liens”). Each of the Borrower and the Collateral Agent, by this Agreement, hereby acknowledges, reaffirms and confirms to the Administrative Agent [Willow Tree BDC] Amended and Restated AgreementLoan, Security and Collateral Management Agreement #506694681 and the Lenders the continued existence of the Existing Liens. Nothing contained herein is intended to amendIn addition, modify except as otherwise provided herein, all monetary obligations and liabilities and indebtedness created or otherwise affect existing under, pursuant to, or as a result of, the Onshore Loan Agreement or the Offshore Loan Agreement (the “Existing Loan Agreement Obligations”) shall continue in existence within the definition of “Obligations” under this Agreement and any obligation and all of Sellerthe Transaction Documents. Each of the Borrower and the Collateral Manager, Servicer, any Originator or JDI (in respect of its obligations under any Performance Undertaking) existing prior to the date hereof. (d) Upon the effectiveness of by this Agreement, each reference to acknowledges, reaffirms and confirms the Second Amended continued existence of the Existing Loan Agreement Obligations as “Obligations” hereunder, 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 hereby agrees that this Agreement shall govern all aspects not be deemed to evidence or result in a novation or repayment or re-borrowing of such obligations and liabilities and indebtedness. The Borrower agrees that any outstanding commitment or other obligation to make advances or otherwise extend credit or credit support to the Borrower pursuant to either of the facility contemplated herein, including, without limitation, Onshore Loan Agreement or the eligibility Offshore Loan Agreement is superseded by this Agreement. The Borrower represents and warrant that it has not assigned or otherwise transferred any rights arising under either of Receivables purchased under the Second Amended and Restated Onshore Loan Agreement and any settlements to be made with respect theretoor the Offshore Loan Agreement.

Amendment and Restatement. (a) This On the Restatement Effective Date, the Existing Credit Agreement amends shall be amended and restates restated in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of by this Agreement, and the terms Existing Credit Agreement shall thereafter be of no further force and provisions of the Second Amended and Restated Agreement shalleffect, subject except to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement of the Second Amended and Restated Agreement by this Agreement: evidence (i) each Purchaser Interest existing on the date hereof incurrence by the Initial Borrower of the obligations under the Second Amended and Restated Existing Credit Agreement shall continue in effect (whether or not such obligations are contingent 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 amendment Restatement Effective Date or released pursuant to and restatement in accordance with the terms of the Second Amended and Restated Agreement hereby; and Borrower Assignment Agreement), (ii) Seller 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 liable to secured by ▇▇▇▇▇ granted under and evidenced by the Purchasers 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 Agent with respect to (A) all “Obligations” accrued to Administrative Agent’s and the date hereof Lenders’ rights and remedies under the Second Amended and Restated this Agreement and (B) the other Loan Documents shall apply to all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is in no way intended not a consent to constitute a novation any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the Second Amended Loan Documents shall continue in full force and Restated effect and, from and after the Restatement Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this 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. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.​ ​ ​

Amendment and Restatement. (a) This Agreement amends and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the is an amendment and restatement of the Second Amended Original Credit Agreement. All “Obligations” under the Original Credit Agreement and Restated all Liens securing payment of “Obligations” under the Original Credit Agreement by shall in all respects be continuing and this Agreement: Agreement shall not be deemed to evidence or result in a novation or repayment and re-borrowing of such “Obligations”. Each Borrower acknowledges that, immediately prior to the Effective Date, the outstanding principal amount of (i) each Purchaser Interest existing the Dollar Revolving Loans (as defined in the Original Credit Agreement) equals US$0.00 and (ii) the Peso Revolving Loans (as defined in the Original Credit Agreement) equals MXN$0.00 and such amounts are unconditionally owed by the Borrowers, without offset, defense or counterclaim of any kind, such amount shall be deemed outstanding under this Agreement and Pilgrim’s Pride, S. de ▇.▇. de C.V. agrees that it is a direct obligor (and not a surety) with respect to such Obligations notwithstanding the fact it became a Borrower on the date hereof hereof. This Agreement shall supersede the Original Credit Agreement. From and after the Effective Date, this Agreement shall govern the terms of the “Obligations” under the Second Amended and Restated Agreement shall continue in effect Original Credit Agreement. To the extent not replaced by Loan Documents dated 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 amendment and restatement of Effective Date, any “Loan Documents” (as defined in the Second Amended and Restated Original Credit Agreement) executed in connection with the Original Credit Agreement hereby; and (iiother than any such Loan Document that is specifically terminated by the parties thereto) Seller shall continue to be liable effective, and all references in those prior Loan Documents to the Purchasers and “Credit Agreement”, the Agent with respect “Agreement” or similar references, shall be deemed to (A) all “Obligations” accrued to the date hereof under the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) 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 refer to this Agreement unless the context otherwise requireswithout further amendment thereof. (e) Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends and ------------------------- restates in its entirety the Second Amended and Restated Original Credit Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Original Credit Agreement shall, subject to this Section 14.1510.12, be superseded hereby. (b) . Notwithstanding the ------------- amendment and restatement of the Second Amended and Restated Original Credit 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller Borrower shall continue to be liable to the Purchasers Lenders party to the Original Credit Agreement 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 the part of the Seller Borrower under the Second Amended and Restated Original Credit Agreement to indemnify any of the Purchasers such Lenders or the Agent in connection with events or conditions arising or existing 112 prior to the effective date of this Agreementhereof, including, but not limited to, those events and conditions set forth in Article X Section 10 thereof. (c) . This Agreement is given in ---------- substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second Amended and Restated Original Credit 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. (d) Upon the effectiveness of this Agreement, each reference to the Second Amended and Restated Original Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement. This Agreement amends, restates and supersedes only the Original Credit Agreement. This Agreement is not a novation. Nothing contained herein or in any of the other Loan Documents, unless expressly herein or therein stated to the context contrary, is intended to amend, modify or otherwise requires. (e) Upon affect any other instrument, document or agreement executed and/or delivered in connection with the effectiveness Original Credit Agreement. The principal amounts of Loans outstanding under the Original Credit Agreement immediately prior to giving effect to this Agreement, Agreement to each Lender that is a party thereto shall be deemed to be Loans made by that Lender hereunder. Each Letter of Credit issued under the terms of Original Credit Agreement and outstanding immediately prior to giving effect to this Agreement shall govern all aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements be deemed to be made with respect theretoa Letter of Credit hereunder.

Amendment and Restatement. As of the Amendment and Restatement Effective Date, the Borrower hereby confirms and ratifies all of its obligations under the Credit Documents (in each case, as amended hereby as of such date) to which it is a party. By its execution on the signature lines provided below, as of the Amendment and Restatement Effective Date, each of the Guarantors hereby (a) This Agreement amends confirms and restates in ratifies all of its entirety obligations and the Second Amended Liens granted by it under the Credit Documents to which it is a party and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding confirms that all references in such Credit Documents to the amendment and restatement “Credit Agreement” (or words of similar import) refer to the Existing Credit Agreement as amended hereby as of the Second Amended Closing Date without impairing any such obligations or Liens in any respect. In addition, the Borrower and Restated each of the Guarantors hereby confirm that they have entered into this Agreement by solely to amend and restate the terms of the Existing Credit Agreement. Each of the parties hereto that is also a party to the Existing Credit Agreement and each of the Guarantors do not intend this Agreement: (i) each Purchaser Interest existing on Agreement or the date hereof under transactions contemplated hereby to be, and this Agreement and the Second Amended and Restated Agreement transactions contemplated hereby shall continue in effect not be construed 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 amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to 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 the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment novation of any of the obligations of Seller thereunder, and is Obligations (as defined in no way intended to constitute a novation the Existing Credit Agreement) owing by the Borrower or any Guarantor under or in connection with the Existing Credit Agreement or any of the Second Amended and Restated other Credit Documents (as defined in the Existing Credit 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). (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a) This Agreement amends is intended to amend and restates in its entirety restate the Second Amended provisions of the Existing Credit Agreement and Restated Agreement. Upon the effectiveness Existing Term Loan Agreements and, except as expressly modified herein, all of this Agreement, the terms and provisions of the Second Amended Existing Credit Agreement and Restated the Existing Term Loan Agreements shall continue to apply for the period prior to the Effective Date, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount that may be payable to Administrative Agent, the Lenders or the Issuing Banks (or their assignees or replacements hereunder). The Borrower, the Administrative Agent, the Lenders and the Issuing Banks acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Credit Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding or the amendment Existing Term Loan Agreements which remain unpaid and restatement outstanding as of the Second Amended Effective Date shall be and Restated remain outstanding and payable as an obligation under this Agreement and the other Loan Documents. The Existing Credit Agreement and the Existing Term Loan Agreements are superseded by this Agreement: (i) each Purchaser Interest existing on , which hereby renews, amends, restates and modifies, but does not novate or extinguish, the date hereof obligations under the Second Amended Existing Credit Agreement and Restated the Existing Term Loan Agreements. The execution, delivery and effectiveness of this Agreement and the other Loan Documents shall continue in effect not operate as a Purchaser Interest hereunderwaiver, without release or modification of any transferright, conveyance, diminution power or other modification thereto or effect thereon occurring or being deemed to occur by reason remedy of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent with respect to (A) all “ObligationsLenders” accrued to the date hereof under the Second Amended and Restated Existing Credit Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions Existing Term Loan Agreements arising or existing prior to the 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 in substitution for the Second Amended and Restated Agreement and not as payment of any of the obligations of Seller thereunder, and is in no way intended to constitute a novation of the Second 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. (d) Upon the effectiveness of this Agreement, each reference except to extent that any such covenant, agreement is modified hereby. Each Lender party hereto hereby acknowledges and consents to the Second Amended release of SCA from its obligations as a guarantor under the Existing Credit Agreement and Restated the Existing Term Loan Agreement in any other document, instrument on the Effective Date. Each of the Lenders whose name appears on the Schedule I attached hereto (a) acknowledges that each lender who was a party to the Existing Credit Agreement or the Existing Term Loan Agreements but is not listed on Schedule I hereto (each a “Departing Lender”) is executing a termination 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 Agreementamong itself, the terms Borrower and the Administrative Agent, pursuant to which, upon execution of this Agreement each such lender shall govern (i) be paid the full amount of principal and interest outstanding on its loans under the Existing Credit Agreement and/or Existing Term Loan Agreements, as applicable, (ii) relinquish any and all aspects of its rights as a lender under the facility contemplated herein, including, without limitationExisting Credit Agreement and the Existing Term Loan Agreements except for its rights that would expressly survive termination in accordance with the terms thereof and (iii) have no further obligations under this Credit Agreement and (b) agrees to purchase Loans and Commitments hereunder (including participations in Letters of Credit and Swingline Loans) from the Departing Lenders and from one another on the Effective Date so that after giving effect thereto, the eligibility Loans and Commitments of Receivables purchased under each Class of each Lender hereunder will be held ratably in accordance with the Second Amended Loans and Restated Agreement Commitments of such Class of such Lender as set forth on Schedule I hereto and any settlements the Administrative Agent is authorized and directed to take such actions and to make such notations in the Register as shall be made with respect theretonecessary to effectuate and reflect the foregoing.

Amendment and Restatement. It is the intention of each of the parties hereto that (a) This the Original Credit Agreement amends be amended and restates restated in its entirety pursuant to this Agreement so as to preserve the Second Amended perfection and Restated priority of all Liens and security interests securing indebtedness and obligations under the Original Credit Agreement, (b) all Indebtedness, Obligations and Secured Obligations of the Borrower Parties hereunder and under the other Loan Documents shall be secured by the Liens and security interests evidenced under the Loan Documents (as defined in the Original Credit Agreement) as Modified and that such Loan Documents (as defined in the Original Credit Agreement) shall continue in full force and effect as so Modified, (c) each “Letter of Credit” (as defined in the Original Credit Agreement) that is outstanding on the Closing Date shall be continued as a Letter of Credit under this Agreement and (d) this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Original Credit Agreement (or serve to terminate Sections 7.6 and 11.14 of the Original Credit Agreement or any of the Borrower Parties’ obligations thereunder with respect to the Agents (as defined in the Original Credit Agreement) or the Lenders (as defined in the Original Credit Agreement) or any other Indemnified Persons (as defined in the Original Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes a Modification of the Original Credit Agreement made under and in accordance with the terms of Section 11.2 of the Original Credit Agreement. Upon In addition, unless specifically Modified hereby or in connection herewith, each of the effectiveness Loan Documents (as defined in the Original Credit Agreement) shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Original Credit Agreement; from and after the Closing Date, any reference in any of the other Loan Documents to the “Credit Agreement” or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule II hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Original Credit Agreement (if any) and each such Lender shall further be deemed to agree (a) that the repayment in full of all outstanding “Revolving Loans” (as defined in the Original Credit Agreement) together with all interest, fees and other amounts accrued and payable thereon and all fees and other amounts accrued and payable in respect of all “Letters of Credit” (as defined in the Original Credit Agreement) under the Original Credit Agreement, in each case, to such date on the Closing Date constitutes the payment in full of all Obligations (as defined in the Original Credit Agreement) owed to it under the Original Credit Agreement (other than any unasserted contingent obligations that would survive the termination of the Original Credit Agreement), (b) to the continuance of the outstanding “Letters of Credit” (as defined in the Original Credit Agreement) as Letters of Credit under this Agreement, (c) that such Lender waives the terms and provisions right to any compensation due under Section 2.9 of the Second Amended and Restated Original Credit Agreement shall, subject to this Section 14.15, be superseded hereby. (b) Notwithstanding the amendment and restatement solely as a result of the Second Amended and Restated Agreement by this early repayment in full of all outstanding “Revolving Loans” (as defined in the Original Credit Agreement: (i) each Purchaser Interest existing on the date hereof under Closing Date and (d) to 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 release of the amendment and restatement of the Second Amended and Restated Agreement hereby; and (ii) Seller shall continue to be liable to the Purchasers and the Agent Mortgage with respect to the Wilton Mall Property, which release shall occur automatically on the Closing Date and shall be evidenced by such documents as are reasonably agreed between the Collateral Agent and the Borrower. The parties hereto further agree that, immediately prior to the occurrence of the Closing Date, (Aa) the Borrower shall repay (or cause to be repaid) all “Obligations” accrued to (as defined in the date hereof under Original Credit Agreement) (other than any unasserted contingent obligations that would survive the Second Amended and Restated Agreement and (B) all agreements on the part termination of the Seller under the Second Amended and Restated Agreement Original Credit Agreement) owing to indemnify any Royal Bank of the Purchasers or the Agent in connection with events or conditions arising or existing Canada as of immediately prior to the effective date occurrence of the Closing Date, (b) simultaneously with such payment, the “Revolving Commitments” (as defined in the Original Credit Agreement) of Royal Bank of Canada are terminated and reduced to $0 and Royal Bank of Canada shall cease to be a “Lender” under the Original Credit Agreement (and, for the avoidance of doubt, shall not constitute a Lender under this Agreement, including, but not limited to, those events ) and conditions set forth in Article X thereof. (c) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment case of Royal Bank of Canada, waives the right to any compensation due under Section 2.9 of the obligations of Seller thereunder, and is in no way intended to constitute Original Credit Agreement solely as a novation result of the Second Amended and Restated early repayment in full of all outstanding “Revolving Loans” (as defined in the Original Credit Agreement. Nothing contained herein is intended to amend, modify or otherwise affect any obligation ) of Seller, Servicer, any Originator or JDI (in respect Royal Bank of its obligations under any Performance Undertaking) existing prior to the date hereofCanada as set forth above. (d) 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 aspects of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect thereto.

Amendment and Restatement. (a1) This Agreement amends is and restates in its entirety the Second Amended and Restated Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Second Amended and Restated Agreement shall, subject shall for all purposes be deemed to this Section 14.15, be superseded hereby. (b) Notwithstanding the an amendment and restatement of the 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 provisions of the amendment and restatement of Existing Credit Agreement. While this Agreement will supersede the Second Amended and Restated Existing Credit Agreement hereby; and (ii) Seller shall continue to be liable to insofar as it constitutes the Purchasers and entire agreement between the Agent with respect to (A) all “Obligations” accrued to parties concerning the date hereof under the Second Amended and Restated Agreement and (B) all agreements on the part of the Seller under the Second Amended and Restated Agreement to indemnify any of the Purchasers or the Agent in connection with events or conditions arising or existing prior to the effective date subject matter of this Agreement, includingthis Agreement merely amends and restates the Existing Credit Agreement and does not constitute or result in a novation or rescission of the Existing Credit Agreement, but not limited tothe existing Guarantees or any other Loan Document except that, those events in accordance with Section 3.1(6), the Security as defined in the Existing Credit Agreement, apart from that described in Section 3.1, is to be released and conditions set forth in Article X thereofdischarged. (c2) This Agreement is given in substitution for the Second Amended and Restated Agreement and not as payment of any The parties confirm that none of the outstanding Advances pursuant to the Existing Credit Agreement has been repaid or replaced by new obligations as a result of Seller thereunderthis Agreement. All of those outstanding Advances are deemed to be Advances under this Agreement as more specifically provided in Section 2.3, and is in no way intended to constitute a novation all of the Second Amended and Restated Obligations (as defined in the Existing Credit Agreement. Nothing contained herein is intended ) are deemed to amend, modify or otherwise affect any obligation of Seller, Servicer, any Originator or JDI (in respect of its obligations be Obligations under any Performance Undertaking) existing prior to the date hereofthis Agreement. (d3) Upon Without in any way limiting the effectiveness terms of the Existing Credit Agreement or the other Loan Documents, the Obligors ratify and confirm the existing Guarantees and agree that they shall continue as guarantees of all of the Obligations and Other Secured Obligations (or that part of them that is described in any particular Guarantee), including those arising as a result of this Agreement, each reference . Any references in the Guarantees or other Loan Documents to the Second Amended and Restated Existing Credit Agreement or section numbers in any other document, instrument or agreement executed and/or delivered in connection therewith the Existing Credit Agreement shall mean and be a reference interpreted as referring to this Agreement unless and the context otherwise requirescorresponding Sections of it, and the Guarantees are hereby amended accordingly. (e4) Upon Without limiting Section 1.2(3), in order to reflect the effectiveness change in the definition of Other Secured Obligations in this Agreement as compared to the Existing Credit Agreement, the terms definition of “Obligors” in section 1(a)(v) of the Borrower’s guarantee dated as of 15 April 2008 that is one of the Guarantees is hereby amended so that “Obligors” in that guarantee means each of the Restricted Parties from time to time other than the Borrower. The Borrower agrees to promptly seek and provide the Agent with satisfactory evidence of the ratification of this Agreement shall govern all aspects amendment to that guarantee by its board of the facility contemplated herein, including, without limitation, the eligibility of Receivables purchased under the Second Amended and Restated Agreement and any settlements to be made with respect theretodirectors.