Common use of Transitional Arrangements Clause in Contracts

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced by this Agreement, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. This Upon the effectiveness of this Agreement, this Agreement shall, on the Closing Date, shall supersede the Prior Existing Credit Agreement in its entirety, except as expressly otherwise provided in this Section 10.2114.21. The parties hereto agree that this This Agreement is not intended by constitutes an amendment and restatement of the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Existing Credit Agreement) continue in full force and effect, including Agreement effective from and after the Closing Date. On The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Date, the rights and obligations of the parties evidenced by under the Prior Existing Credit Agreement shall be evidenced by this Agreement, and the “WC LoansNotes” (as defined in the Prior Existing Credit Agreement Agreement) shall be considered WC Loans as defined herein, subsumed within and be governed by this Agreement and the Notes. Each of the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under in the Prior Existing Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans advanced by the Existing Lenders and Revolver Loans, as applicable, hereunder bearing interest by reference outstanding under the Existing Credit Agreement immediately prior to the applicable rate having an Interest Period effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that is all interest, fees and expenses owing or accruing under or in respect of the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether Existing Credit Agreement through the Closing Date is the last day shall be calculated as of the Interest Period relating to such Converted LoansClosing Date (pro rated in the case of any fractional periods), and shall be paid at the times set forth herein. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the extent such Lender was a party conditions of Section 2.3, Section 3.2.2, and each other provision relating to the Prior Letters of Credit Agreement hereunder, and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreementhereby affirm their respective obligations thereunder.

Transitional Arrangements. This Agreement shall, on On the Closing Date, this Agreement shall amend, restate and supersede the Prior Existing Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date§19. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Existing Credit Agreement shall be evidenced by this Agreement, Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “WC LoansLoan Documents” (as defined in the Prior 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 be governed by this Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be considered WC Loans as defined hereindeemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the “Revolver Loans” Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as defined amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the Prior Credit Agreement case of any fractional periods), and shall be considered Revolver Loans as defined herein and paid on the Lenders party hereto shall, Closing Date. Commencing on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit this Agreement.

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced by this Agreement, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. This Agreement shall, on On the Closing Restatement Effective Date, this Agreement shall amend and restate and supersede the Prior Existing Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Restatement Effective Date, the rights and obligations of the parties evidenced by the Prior Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, the Existing Revolving Credit Loans shall continue as Revolving Credit Loans under this Agreement, the Existing Term Loans shall continue as Term Loans under this Agreement and the Existing Letters of Credit issued by the L/C Issuer for the account of the Borrower or any Guarantor prior to the Restatement Effective Date shall continue as Letters of Credit under this Agreement, and the grant of security interests and Liens in the Collateral by the Borrower and the Guarantors under the Existing Credit Agreement and the other “WC LoansLoan Documents” (as defined in the Prior 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 under the Existing Credit Agreement shall be considered WC Loans as defined herein, and the other “Revolver LoansLoan Documents” (as defined in the Prior 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 represents a modification of, and does not constitute a novation, satisfaction, payment or reborrowing of any Obligation under, the Existing Credit Agreement shall be considered Revolver Loans or any other “Loan Documents” (as defined herein and in the Lenders party hereto shallExisting Credit Agreement), on the Closing Datenor does it operate as a waiver of any right, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with power or remedy of the Administrative Agent, shall elect, on the L/C Issuer or prior to the Closing Date, that any Lender under any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate LoansLoan Documents” (as defined in the Existing Credit Agreement). In the event that any payment made by any Loan Party under the Prior Existing Credit Agreement must be disgorged or otherwise returned by any Lender thereunder, such Lender shall be entitled to the benefits of the Existing Credit Agreement and the Loan Parties shall unconditionally be obligated to repay the same along with any applicable interest and fees. All interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Restatement Effective Date shall be calculated as of the Restatement Effective Date (pro rated in the case of any fractional periods), and shall be paid on the Restatement Effective Date. The Loan Parties acknowledge, represent and warrant that, as of the Restatement Effective Date, they have no claims, defenses or offsets with respect to the Existing Credit Agreement or any of the “Loan Documents” (as defined in the Existing Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference that immediately prior to the applicable rate having an Interest Period that is effectiveness of this Agreement, the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Existing Credit Agreement and had a promissory note issued to such Lender under other Loan Documents are valid, binding and enforceable in accordance with the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreementthereof.

Transitional Arrangements. This Agreement shall, (a) Effective on the Closing Date, supersede without the Prior necessity of further action by any party: (i) the outstanding principal amount of the “Loans” (as defined in the Original Credit Agreement) owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Lenders pursuant to this Agreement; and (ii) each outstanding “Letter of Credit” (as defined in the Original Credit Agreement) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall be entitled to the security and subject to the provisions set forth in this Agreement. Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, each Lender whose Pro Rata Share of the combined Commitments of all of the Lenders has increased (as evidenced by the difference for such Lender between its entiretyPro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, except for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such ▇▇▇▇▇▇’s Pro Rata Share (expressed as expressly a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination. (b) Except as otherwise provided in this Section 10.21. The parties hereto agree that Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be superseded by this Agreement, the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Original Credit Agreement is not intended shall be surrendered by the parties to be a novation and the security interests and Liens granted by Lenders under the “Security Documents” Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of the Closing Date, (i) Guarantor shall execute and deliver a replacement Guaranty for the original Guaranty signed by Guarantor in connection with the Original Credit Agreement (in substantially the same form as such term is defined original Guaranty) and (ii) upon Administrative Agent’s receipt of such executed original Guaranty on the Closing Date, the original Guaranty shall terminate and be of no further force and effect. (c) All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Original Credit Agreement shall be calculated as of the Closing Date (prorated in the Prior case of any fractional periods), and shall be paid on such date in accordance with the method specified in the Original Credit Agreement, as if it were still in effect. (d) continue All of the terms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced except as modified by this Agreement, and are hereby ratified and confirmed. To the “WC Loans” as defined extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in the Prior Credit Agreement shall be considered WC Loans as defined hereinany other Loan Document, the “Revolver Loans” as defined in the Prior Credit Agreement terms and provisions hereof shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreementcontrol.

Transitional Arrangements. This (a) On the Restatement Effective Date, replacement Letters of Credit issued by the Issuing Bank under this Agreement shallshall be substituted for the Existing Letters of Credit issued by BNY under the Existing Credit Agreement, the effectiveness of which replacement Letters of Credit shall be conditioned on the Closing Datesurrender to BNY for cancellation of the corresponding Existing Letter of Credit. By execution of this Agreement, the Applicant and each Co-Applicant, as applicable, requests the Issuing Bank to issue such replacement Letters of Credit in substantially the same form as the Existing Letters of Credit they are to replace. The Applicant agrees to use its best efforts to cause each beneficiary of an Existing Letter of Credit to promptly surrender such Existing Letter of Credit in exchange for the corresponding replacement Letter of Credit. (b) Each Letter of Credit substituted for an Existing Letter of Credit pursuant to Section 3.3(a) hereof shall supersede the Prior such Existing Letter of Credit Agreement in its entirety, shall be deemed to be made under this Agreement and shall be governed by this Agreement and the other Credit Documents. (c) As of the Restatement Effective Date, except as expressly otherwise provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Existing Credit Agreement shall be evidenced superseded by this Agreement, Agreement and the “WC Loans” as defined in the Prior Credit Agreement Documents and shall be considered WC Loans of no further force and effect. (d) Until such time as defined hereinan Existing Letter of Credit is surrendered to BNY for cancellation, the “Revolver Loans” as defined in the Prior such Existing Letter of Credit Agreement shall be considered Revolver Loans as defined herein deemed to be a Letter of Credit issued hereunder, and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything BNY shall be entitled to the contrary contained herein, it is understood rights and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day benefits of the Interest Period relating to Issuing Bank hereunder in respect of such Converted Loans. As soon as reasonably practicable after its receipt Existing Letter of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms for purposes of the Prior Credit Agreement, such Lender will promptly return to obligations (i) of the Borrowers, marked “Substituted” or “Cancelled”Applicant and Co-Applicant, as the case may be, to reimburse BNY for any promissory notes payments of drafts under such Existing Letter of Credit as provided in Sections 2.1(c) and 2.3 hereof and to indemnify BNY as provided in Section 10.10, and (ii) of each Bank, as defined herein, to participate in and to make available for BNY’s account such Bank’s Commitment Percentage of the Borrowers held amount of any unreimbursed draft on such Existing Letter of Credit as provided in Section 2.2 hereof. Each Existing Letter of Credit shall be entitled to the benefits of the security otherwise provided under Section 2.14 for the Letter of Credit issued hereunder in replacement for such Existing Letter of Credit for so long as it remains outstanding or any draft thereunder has not been fully reimbursed. In no event shall the maturity date of any Existing Letter of Credit be extended by such Lender BNY and as to any Existing Letter of Credit pursuant to the Prior terms of which the Stated Expiration Date would be automatically extended, unless the beneficiary thereof is notified in advance of the then scheduled expiration date that such scheduled expiration date will not be extended, BNY shall give such a notice of non-extension to the beneficiary at the earliest permitted opportunity following the Restatement Effective Date if such a notice has not been given prior to the Restatement Effective Date. (e) All interest, commissions and all commitment and other fees and expenses owing or accrued under or in respect of the Existing Credit Agreement and the Existing Letters of Credit not replaced hereunder, shall be calculated as of the Restatement Effective Date (prorated in the case of any fractional periods), and shall be paid on such date in accordance with the method specified in the Existing Credit Agreement, as if it were still in effect.

Transitional Arrangements. This Agreement shall, on and as of the Closing Date, supersede that certain Loan and Security Agreement dated as of April 24, 1998 among Mothers Work, Inc., Cave Springs, Inc., and certain other entities from time to time party thereto as borrowers, and Fleet Retail Group, Inc., as assignee of Fleet Capital Corporation, as lender (the Prior Credit Agreement “First Agreement”), in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date14.25. On the Closing Date, the rights and obligations of the parties evidenced by under the Prior Credit First Agreement shall be evidenced subsumed within and governed by this AgreementAgreement , provided, however, (a) that each of the “WC “ Loans” (as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” First Agreement) outstanding under the Prior Credit First Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted shall continue to WC Loans and Revolver Loans, as applicable, hereunder bearing bear interest by reference up to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is at the last day of rate at which they bear interest under the Interest Period relating to such Converted Loans. As soon as reasonably practicable First Agreement and, on and after its receipt of any Note requested by a Lender hereunder on the Closing Date, all of such Loans under the First Agreement shall be converted to Revolving Credit Loans hereunder and shall bear interest at the rates set forth hereunder; (b) that any Letter of Credit outstanding under the First Agreement on the Closing Date shall for the purposes of this Agreement, together with the Special Purpose Credit, be a L/C hereunder; (c) that each and every other Loan Document under the First Agreement shall, unless explicitly restated, substituted or replaced in connection herewith, continue in full force and effect and that any and all references therein to the extent such Lender was a party First Agreement shall be deemed to the Prior Credit Agreement constitute references to this Agreement; and (d) all fees, letter of credit fees and had a promissory note issued to such Lender other fees and expenses owing or accruing under the terms or in respect of the Prior Credit First Agreement shall be calculated as of the Closing Date (prorated in the case of any fractional periods), and shall be paid in accordance with the method and on the dates, specified in the First Agreement, such Lender will promptly return to as if the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit AgreementRestated Agreement were still in effect.

Transitional Arrangements. This Upon the effectiveness of this Agreement, this Agreement shall, on the Closing Date, shall supersede the Prior Credit Second Amended and Restated Loan Agreement in its entirety, except as expressly otherwise provided in this Section 10.2114.21.14.22. The parties hereto agree that this This Agreement is not intended by constitutes an amendment and restatement of the parties to be a novation Second Amended and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including Restated Loan Agreement effective from and after the Closing Third Amendment Effective Date. On The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Closing Lenders or any other Secured Party under the Second Amended and Restated Loan Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Second Amended and Restated Loan Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Third Amendment Effective Date, the rights and obligations of the parties evidenced by under the Prior Credit Second Amended and Restated Loan Agreement shall be evidenced by this Agreement, and the “WC LoansNotes” (as defined in the Prior Credit Agreement Second Amended and Restated Loan Agreement) shall be considered WC Loans as defined herein, subsumed within and be governed by this Agreement and the Notes. The “Revolver LoansTerm Loan” (as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein Second Amended and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held Restated Loan Agreement) advanced by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate LoansLenders” (as defined in the Second Amended and Restated Loan Agreement) and outstanding under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans Second Amended and Revolver Loans, as applicable, hereunder bearing interest by reference Restated Loan Agreement immediately prior to the applicable rate having an Interest Period that is the same as the Interest Period relating effectiveness of this Agreement shall continue to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day be a portion of the Interest Period relating to such Converted Loans. As soon Term Loan advanced by the Lenders hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Second Amended and Restated Loan Agreement through the Third Amendment Effective Date shall be calculated as reasonably practicable after its receipt of the Third Amendment Effective Date (pro rated in the case of any Note requested by a Lender hereunder fractional periods), and shall be paid on the Closing Third Amendment Effective Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. This Agreement shall, (a) Effective on the Closing Date, supersede without the Prior necessity of further action by any party: (i) the outstanding principal amount of the “Loans” (as defined in the Original Credit Agreement) owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Lenders pursuant to this Agreement; and (ii) each outstanding “Letter of Credit” (as defined in the Original Credit Agreement) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall be entitled to the security and subject to the provisions set forth in this Agreement. Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, each Lender whose Pro Rata Share of the combined Commitments of all of the Lenders has increased (as evidenced by the difference for such Lender between its entiretyPro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, except for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such Lender’s Pro Rata Share (expressed as expressly a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination. (b) Except as otherwise provided in this Section 10.21. The parties hereto agree that Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be superseded by this Agreement, the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Original Credit Agreement is not intended shall be surrendered by the parties to be a novation and the security interests and Liens granted by Lenders under the “Security Documents” Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of the Closing Date, (i) Guarantor shall execute and deliver a replacement Guaranty for the original Guaranty signed by Guarantor in connection with the Original Credit Agreement (in substantially the same form as such term is defined original Guaranty) and (ii) upon Administrative Agent’s receipt of such executed original Guaranty on the Closing Date, the original Guaranty shall terminate and be of no further force and effect. (c) All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Original Credit Agreement shall be calculated as of the Closing Date (prorated in the Prior case of any fractional periods), and shall be paid on such date in accordance with the method specified in the Original Credit Agreement, as if it were still in effect. (d) continue All of the terms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced except as modified by this Agreement, and are hereby ratified and confirmed. To the “WC Loans” as defined extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in the Prior Credit Agreement shall be considered WC Loans as defined hereinany other Loan Document, the “Revolver Loans” as defined in the Prior Credit Agreement terms and provisions hereof shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreementcontrol.

Transitional Arrangements. This Agreement shall, on On the Closing Date, this Credit Agreement shall amend, restate and supersede the Prior Existing Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date§19. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Existing Credit Agreement shall be evidenced by this Agreement, Credit Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Credit Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “WC LoansLoan Documents” (as defined in the Prior 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 be governed by this Credit Agreement and the other Loans Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be considered WC Loans as defined hereindeemed to refer to this Credit Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the “Revolver Loans” Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and each of the Guarantors hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as defined amended and restated by this Credit Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the Prior Credit Agreement case of any fractional periods), and shall be considered Revolver Loans as defined herein and paid on the Lenders party hereto shall, Closing Date. Commencing on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held Commitment Fees and all other fees hereunder shall be payable by the Borrowers to the Administrative Agent for the account of the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior this Credit Agreement.

Transitional Arrangements. This Upon the effectiveness of this Agreement, this Agreement shall, on the Closing Date, shall supersede the Prior Credit Existing Loan Agreement in its entirety, except as expressly otherwise provided in this Section 10.2114.21. The parties hereto agree that this This Agreement is not intended by constitutes an amendment and restatement of the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including Existing Loan Agreement effective from and after the Closing Second Amendment Effective Date. On The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Closing Lenders or any other Secured Party under the Existing Loan Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Loan Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Second Amendment Effective Date, the rights and obligations of the parties evidenced by under the Prior Credit Existing Loan Agreement shall be evidenced by this Agreement, and the “WC LoansNotes” (as defined in the Prior Credit Agreement Existing Loan Agreement) shall be considered WC Loans as defined herein, subsumed within and be governed by this Agreement and the Notes. The “Revolver LoansTerm Loan” (as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held Existing Loan Agreement) advanced by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate LoansLenders” (as defined in the Existing Loan Agreement) and outstanding under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference Existing Loan Agreement immediately prior to the applicable rate having an Interest Period that is the same as the Interest Period relating effectiveness of this Agreement shall continue to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day be a portion of the Interest Period relating to such Converted Loans. As soon Term Loan advanced by the Lenders hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Loan Agreement through the Second Amendment Effective Date shall be calculated as reasonably practicable after its receipt of the Second Amendment Effective Date (pro rated in the case of any Note requested by a Lender hereunder fractional periods), and shall be paid on the Closing Second Amendment Effective Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreementa) continue in full force and effect, including from and after the Closing Date. On the Closing Date, without the rights and obligations necessity of any further action by any party, the outstanding principal amount of the parties evidenced by the Prior “Revolving Credit Agreement shall be evidenced by this Agreement, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under in the Prior Existing Credit Agreement) (each, a “Converted Loan”) shall be converted and continued as Revolving Credit Loans hereunder as if made by the Banks under and pursuant to WC this Agreement in accordance with their respective Commitment Percentages and the Banks hereunder shall make such additional Revolving Credit Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to receive such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”repayments, as the case may be, any promissory notes if and to the extent 57 necessary to result in each Bank holding its respective Commitment Percentage of the Borrowers held outstanding Revolving Credit Loans as of the date hereof. (b) This Agreement amends and restates the Existing Credit Agreement in its entirety, and is not intended as and shall not be deemed to constitute a novation or discharge of the obligations evidenced by, or any transactions consummated under, the Existing Credit Agreement or the other Loan Documents (as defined in the Existing Credit Agreement), all of which remain in full force and effect as amended and restated by such Lender pursuant this Agreement and the other Loan Documents. Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement, the Borrower shall continue to be liable to the Prior Agent and those Banks party to the Existing Credit AgreementAgreement with respect to agreements on the part of the Borrower under the Existing Credit Agreement to pay all principal, interest, fees and other amounts that have accrued on or before the Closing Date (and have not been paid on or before such date) and to indemnify and hold harmless the Agent and such Banks from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and such Banks may be subject arising in connection with the Existing Credit Agreement and as to which the Borrower has agreed under the Existing Credit Agreement to indemnify and hold harmless the Agent and such Banks.

Transitional Arrangements. This Agreement shall, on On the Closing Restatement Date, supersede this Agreement shall amend the Prior Credit Original Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date§19. On the Closing Restatement Date, the rights and obligations of the parties evidenced by the Prior Credit Original Agreement shall be evidenced by this Agreement, Agreement and the other Loan Documents and the existing Letters of Credit issued by any L/C Issuer for the account of Borrower prior to the Restatement Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Original Agreement and the other “WC LoansLoan Documents” (as defined in the Prior Credit Original 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 be governed by this Agreement and the other Loan Documents. All references to the Original Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be considered WC Loans as defined hereindeemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the “Revolver Loans” Lenders and the Administrative Agent reserve all of their rights under the Original Agreement and the Guarantor hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Original Agreement, as defined amended and restated by this Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Original Agreement through the Restatement Date shall be calculated as of the Restatement Date (pro rated in the Prior Credit Agreement case of any fractional periods), and shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, paid on the Closing Restatement Date. Commencing on the Restatement Date, make such allocations among all fees hereunder shall be payable by the Lenders as is necessary so that any outstanding Loans are held by Borrower to the Administrative Agent for the account of the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit this Agreement.

Transitional Arrangements. This Agreement shall(a) Regardless of whether this agreement is activated or not, on the Closing DateFund: (i) shall make drawings under this agreement to repay any outstanding claims under the Bank of Slovenia’s 2016 Borrowing Agreement, supersede the Prior Credit Agreement in its entirety, except as expressly provided in and (ii) may make drawings under this Section 10.21. The parties hereto agree that this Agreement is not intended agreement to fund purchases under commitments approved by the parties Fund during an activation of the 2016 Borrowing Agreements or to fund early repayment of claims under other 2016 Borrowing Agreements in case the creditor represents a balance of payments need; provided that notwithstanding paragraph 5(a) of this agreement the maximum maturity date of the claim from the repayment herein shall be a novation the residual maximum maturity date of the claim that is repaid with drawings under this agreement; and provided further that any claims under this agreement that result from the repayment herein shall be considered claims under the 2016 Borrowing Agreements for purposes of funding the early repayment of these claims in case of balance of payments need in accordance with the 2016 Borrowing Agreements. (b) If, following the entry into effect of the NAB Reform, the Bank of Slovenia’s outstanding claims under the Bank of Slovenia’s 2016 Borrowing Agreement and this agreement are in excess of the Rolled Back Loan Amount as calculated pursuant to paragraph 10(b), the Fund shall repay any outstanding claims under the Bank of Slovenia’s 2016 Borrowing Agreement and this agreement in excess of the Rolled Back Loan Amount; provided that claims with shorter remaining maximum maturities shall be repaid before those with longer remaining maximum maturities. (c) After the entry into force of this agreement, the Fund may make no further drawing under the Bank of Slovenia’s 2016 Borrowing Agreement. (d) No drawing under this agreement shall be made that would cause the cumulative amount drawn under both this agreement and the security interests 2016 Borrowing Agreement between the Bank of Slovenia and Liens granted by under the “Security Documents” Fund, at the time of such drawing, to (as such term is defined in i) exceed the Prior Credit AgreementLoan Amount prior to the effectiveness of the NAB Reform, or (ii) continue in full force and effect, including from exceed the Rolled Back Loan Amount upon and after the Closing Date. On the Closing Date, the rights and obligations effectiveness of the parties evidenced by the Prior Credit Agreement shall be evidenced by this Agreement, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver LoansNAB Reform, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender calculated pursuant to the Prior Credit Agreementparagraph 10(b).

Transitional Arrangements. This Upon the effectiveness of this Agreement, this Agreement shall, on the Closing Date, shall supersede the Prior Credit Existing Loan Agreement in its entirety, except as expressly otherwise provided in this Section 10.2114.21. The parties hereto agree that this This Agreement is not intended by constitutes an amendment and restatement of the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including Existing Loan Agreement effective from and after the Closing Effective Date. On The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Closing Lenders or any other Secured Party under the Existing Loan Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Loan Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Effective Date, the rights and obligations of the parties evidenced by under the Prior Credit Existing Loan Agreement shall be evidenced by this Agreement, and the “WC LoansNotes” (as defined in the Prior Credit Agreement Existing Loan Agreement) shall be considered WC Loans as defined herein, subsumed within and be governed by this Agreement and the Notes. The “Revolver LoansTerm Loan” (as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held Existing Loan Agreement) advanced by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate LoansLenders” (as defined in the Existing Loan Agreement) and outstanding under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference Existing Loan Agreement immediately prior to the applicable rate having an Interest Period that is the same as the Interest Period relating effectiveness of this Agreement shall continue to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day be a portion of the Interest Period relating to such Converted Loans. As soon Term Loan advanced by the Lenders hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Loan Agreement through the Effective Date shall be calculated as reasonably practicable after its receipt of the Effective Date (pro rated in the case of any Note requested by a Lender hereunder fractional periods), and shall be paid on the Closing Effective Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreementa) continue in full force and effect, including from and after the Closing Date. On the Closing Date, without the rights and obligations necessity of any further action by any party, the outstanding principal amount of the parties evidenced by the Prior “Revolving Credit Agreement shall be evidenced by this Agreement, the “WC Loans” as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under in the Prior Existing Credit Agreement) (each, a “Converted Loan”) shall be converted and continued as Revolving Credit Loans hereunder as if made by the Banks under and pursuant to WC this Agreement in accordance with their respective Commitment Percentages and the Banks hereunder shall make such additional Revolving Credit Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to receive such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”repayments, as the case may be, any promissory notes if and to the extent necessary to result in each Bank holding its respective Commitment Percentage of the Borrowers held outstanding Revolving Credit Loans as of the date hereof. (b) This Agreement amends and restates the Existing Credit Agreement in its entirety, and is not intended as and shall not be deemed to constitute a novation or discharge of the obligations evidenced by, or any transactions consummated under, the Existing Credit Agreement or the other Loan Documents (as defined in the Existing Credit Agreement), all of which remain in full force and effect as amended and restated by such Lender pursuant this Agreement and the other Loan Documents. Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement, the Borrower shall continue to be liable to the Prior Agent and those Banks party to the Existing Credit AgreementAgreement with respect to agreements on the part of the Borrower under the Existing Credit Agreement to pay all principal, interest, fees and other amounts that have accrued on or before the Closing Date (and have not been paid on or before such date) and to indemnify and hold harmless the Agent and such Banks from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and such Banks may be subject arising in connection with the Existing Credit Agreement and as to which the Borrower has agreed under the Existing Credit Agreement to indemnify and hold harmless the Agent and such Banks.

Transitional Arrangements. This Agreement shall, on (a) On the Closing First Amendment Effective Date, supersede (i) the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined credit facilities described in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Existing Credit Agreement shall be evidenced amended, supplemented and modified in their entirety by this the facilities described in the Amended Credit Agreement, and all loans and other obligations of the “WC Loans” Borrowers outstanding as of the First Amendment Effective Date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described in the Amended Credit Agreement, without any further action by any Person; provided, however, that any Loans bearing interest under the LIBOR Rate Option (as defined in the Prior Existing Credit Agreement Agreement) outstanding immediately before giving effect to this Amendment shall be considered WC Loans as defined herein, continue to bear interest after the “Revolver Loans” First Amendment Effective Date at the applicable rate under the LIBOR Rate Option for the Interest Period (as defined in the Prior Existing Credit Agreement Agreement) in effect for such outstanding Loan immediately before giving effect to this Amendment (and at the end of the applicable Interest Period for any such outstanding Loan, the Borrowers shall be considered Revolver Loans as defined herein and either (x) convert such Loan to bear interest under the Lenders party hereto shall, on Base Rate Option or the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders Term SOFR Rate Option in accordance with the terms of the Amended Credit Agreement or (y) repay such Loan in full in accordance with the terms of the Amended Credit Agreement), (ii) all “Letters of Credit” issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the First Amendment Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) the Amended Credit Agreement and (iii) all obligations constituting “Obligations” under and as defined in the Existing Credit Agreement or any other Loan Document owing to any Lender which are outstanding on the First Amendment Effective Date and are not being paid on such date shall continue as Obligations under the Amended Credit Agreement and the other Loan Documents. For the avoidance of doubt, any Loans first borrowed on the First Amendment Effective Date shall bear interest under the Base Rate Option or the Term SOFR Rate Option (each as defined in the Amended Credit Agreement) in accordance with the Amended Credit Agreement. (b) On the First Amendment Effective Date, the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Applicable Percentagecredit and loan exposure under the Existing Credit Agreement as are necessary in order that such ▇▇▇▇▇▇’s pro rata share of the outstanding Loans under the Amended Credit Agreement reflect such ▇▇▇▇▇▇’s pro rata share of the outstanding aggregate Loans on the First Amendment Effective Date based on its Ratable Share after giving effect to this Amendment, provided that each of the Lenders agrees to waive any right to compensation under Section 5.10 in connection with the reallocation and transactions described above. Notwithstanding anything On the First Amendment Effective Date (i) each Lender shall be deemed to have purchased a participation in each outstanding Letter of Credit in accordance with its Ratable Share after giving effect to this Amendment, (ii) to the contrary contained hereinDMFIRM #404876630 v5 2 extent necessary, it is understood and agreed each Lender shall fund Revolving Credit Loans (or receive payment of its “Revolving Credit Loans”, as defined in the Existing Credit Agreement) such that the Borrowers, in coordination with Revolving Credit Loans of each of the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement Lenders on the Closing First Amendment Effective Date which after giving effect to this Amendment are equal to its Ratable Share of the Revolving Credit Loans of all of the Lenders outstanding on the First Amendment Effective Date after giving effect to this Amendment and (iii) the Borrowers shall prepay the “Eurocurrency Rate Loans” (as defined under in the Prior Existing Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date), to the extent such Lender was a party necessary, so that the Revolving Credit Exposure on the First Amendment Effective Date after giving effect to this Amendment shall not exceed the Prior aggregate Revolving Credit Commitments of the Lenders after giving effect to this Amendment. The requirements under Section 11.8 of the Existing Credit Agreement and had a promissory note issued requirements in respect of minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the Amended Credit Agreement shall not apply to such Lender under the terms transactions effected pursuant to this Section 3. (c) As described in more detail in Section 11 hereof, it is the express intent of the Prior parties hereto that the Amended Credit AgreementAgreement is entered into not in substitution for, such Lender will promptly return to and not in payment of, the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes obligations of the Borrowers held under the Existing Credit Agreement and is in no way intended to constitute a novation of any of the Borrowers’ indebtedness which was evidenced by such Lender pursuant to the Prior Existing Credit AgreementAgreement or any of the other Loan Documents. (d) On the First Amendment Effective Date, the Administrative Agent will record the changes in the Revolving Credit Commitments in the Register.

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “"Security Documents” " (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced by this Agreement, the “"WC Loans” " as defined in the Prior Credit Agreement shall be considered WC Loans as defined herein, the “"Revolver Loans” " as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s 's Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “"WC Loans” " or “"Revolver Loans” " outstanding under the Prior Credit Agreement on the Closing Date which are “"Eurocurrency Rate Loans” " (as defined under the Prior Credit Agreement) (each, a “"Converted Loan”") be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “"Substituted” " or “"Cancelled”", as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. This Agreement shall, 9.1 The Company shall be permitted to use and sub-licence the Prudential Trademarks which are owned by the Seller’s Group on the Closing terms and for the periods set out in Schedule 6 and Clause 12. 9.2 The Parties hereby acknowledge and agree that, following Completion, the Seller’s Group will provide certain agreed services to the Company, and the Company will provide certain agreed services to the Seller’s Group, in each case upon the terms and conditions (including the periods for, and the fees at, which such services will be provided) set out in the Transitional Services Agreement to be entered into at Completion. 9.3 The Purchaser acknowledges and agrees that from the Completion Date, supersede the Prior Credit Agreement in its entirety, except save as expressly otherwise provided in this Section 10.21Agreement or otherwise agreed between the Purchaser and the Seller: (a) the Company shall not have or be entitled to the benefit of any Seller’s Group Insurance Policy in respect of any event, act or omission that takes place after the Completion Date and it shall be the sole responsibility of the Purchaser to ensure that adequate insurance is put in place for the Company with effect from the Completion Date; and (b) neither the Seller nor any member of the Seller’s Group shall be required to maintain any Seller’s Group Insurance Policy for the benefit of the Company. The parties hereto Parties acknowledge and agree that this Agreement is not intended that, except for the arrangements listed in Schedule 8, all intragroup agreements (including any reinsurance treaties) entered into by the parties Company with any member of the Seller’s Group will terminate or otherwise cease to be a novation have effect on or prior to the Completion Date, without any ongoing Liabilities to the Company (other than Permitted Leakage) arising out of such termination (other than the settlement of amounts owed thereunder as contemplated in this Agreement). 9.4 The Seller and the security interests and Liens granted by under Purchaser shall use their respective commercially reasonable endeavours to obtain a waiver or consent from the “Security Documents” (as counterparty of any Contract which requires such term is defined waiver or consent in relation to the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced transactions contemplated by this Agreement, the “WC Loans” list of which is as defined set forth in Annex 4 of the Prior Credit Agreement shall be considered WC Loans as defined hereinDisclosure Letter, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that Completion. The Seller shall be responsible for any “WC Loans” fee or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference other payment payable to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt counterparty of any Note requested by a Lender hereunder on the Closing Date, such Contract to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to fee or other payment is paid in consideration of such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” waiver or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreementconsent.

Transitional Arrangements. (a) This Agreement shall, on the Closing Date, shall supersede the Prior Credit Original Agreement in its entirety, except as expressly otherwise provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date8.25. On the Closing Date, the rights and obligations of the parties evidenced by under the Prior Original Agreement, the “Notes” and the “Note Assumptions” and any Letters of Credit Agreement (as such terms are defined in the Original Agreement) shall be evidenced subsumed within and be governed by this Agreement, the “WC Loans” as defined Notes and the Note Assumptions; provided however, that any of the obligations and liabilities of Borrower under the Original Agreement outstanding under the Original Agreement shall, for purposes of this Agreement, be obligations and liabilities hereunder. The Lenders’ interests in the Prior Credit Agreement such obligations and liabilities shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, reallocated on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders Date in accordance with each such Lender’s Applicable applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” . (as defined under the Prior Credit Agreementb) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after Upon its receipt of any the Notes and the Note requested by a Lender Assumptions to be delivered hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such each Lender will promptly return to the BorrowersBorrower, marked “SubstitutedCancelled” or “Cancelled”, as Replaced,” the case may be, any promissory notes and note assumptions of the Borrowers Borrower held by such Lender pursuant to the Prior Original Agreement. In the event that any Lender does not return its note or note assumption pursuant to the Original Agreement within thirty (30) days after the Closing Date, Borrower shall be entitled to receive an affidavit from such Lender with respect to the unreturned note. (c) All interest and all commitment, facility and other fees and expenses due as of the Closing Date or accruing under or in respect of the Original Agreement shall be calculated as of the Closing Date (with the Unused Facility Fee (as defined in the Original Agreement) and Letter of Credit Fee (as defined in the Original Agreement) prorated for any fractional periods), and shall be paid on the Closing Date in accordance with the method specified in the Original Agreement as if such agreement were still in effect.

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced by this Agreement, the “WC Revolver Loans” as defined in the Prior Credit Agreement shall be considered converted to WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered converted to Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Revolver Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Eurodollar Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreement.

Transitional Arrangements. This Agreement shall(a) Subject to subsection (e) below, effective on the Closing Date, supersede without the Prior necessity of further action by any party: (i) the outstanding principal amount of the “Loans” (as defined in the Original Credit Agreement) owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Lenders pursuant to this Agreement; and (ii) each outstanding “Letter of Credit” (as defined in the Original Credit Agreement) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall be entitled to the security and subject to the provisions set forth in this Agreement. Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, each Lender whose Pro Rata Share of the combined Commitments of all of the Lenders has increased (as evidenced by the difference for such Lender between its entiretyPro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, except for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such ▇▇▇▇▇▇’s Pro Rata Share (expressed as expressly a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination. (b) Except as otherwise provided in this Section 10.21. The parties hereto agree that Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be superseded by this Agreement, the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Original Credit Agreement is not intended shall be surrendered by the parties to be a novation and the security interests and Liens granted by Lenders under the “Security Documents” Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of the Closing Date, (i) Guarantor shall execute and deliver a replacement Guaranty for the original Guaranty signed by Guarantor in connection with the Original Credit Agreement (in substantially the same form as such term is defined original Guaranty) and (ii) upon Administrative Agent’s receipt of such executed original Guaranty on the Closing Date, the original Guaranty shall terminate and be of no further force and effect. (c) All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Original Credit Agreement shall be calculated as of the Closing Date (prorated in the Prior case of any fractional periods), and shall be paid on such date in accordance with the method specified in the Original Credit Agreement, as if it were still in effect. (d) continue All of the terms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced except as modified by this Agreement, and are hereby ratified and confirmed. To the “WC Loans” as defined extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in the Prior Credit Agreement shall be considered WC Loans as defined hereinany other Loan Document, the “Revolver Loans” as defined in terms and provisions hereof shall control. (e) Notwithstanding the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding foregoing or anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with terms of the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Original Credit Agreement on the Closing Date which are applicable to “Eurocurrency Rate LIBOR Loans” (as defined under in the Prior Original Credit Agreement) shall continue in full force and effect and shall continue to apply to each LIBOR Loan with an “Interest Period” (each, a “Converted Loan”as defined in the Original Credit Agreement) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference that commenced prior to the applicable rate having an date hereof until the expiration of the then current Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to for such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit AgreementLIBOR Loan.

Transitional Arrangements. This Agreement shallSeller and Purchaser agree to proceed where applicable as follows to effect the conversion of data processing responsibility for the Branch at Closing: (a) As soon as practicable after the execution of this Agreement, Seller will meet with Purchaser to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, including without limitation conversion sample files, procedures and schedules, for the transfer of the data processing responsibility from the Branch. (b) As soon as practicable after the execution of this Agreement, if requested by Purchaser, Seller shall deliver to Purchaser the specifications and conversion sample files which shall be in a form reasonably satisfactory to Purchaser. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Seller shall provide additional file related information, including without limitation, complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account to account relationship information and any other related information with respect to the Assumed Deposits and the Other Loans. (d) As soon as practicable after the date hereof, if requested by Purchaser, Seller shall provide Purchaser access to inspect with (i) a file of all applicable Check/Savings/Signatures that Seller has for the Assumed Deposits and related special instructions and (ii) name/address and account information (listing of file as applicable) on all products related to the Assumed Deposits. (e) Upon request by Purchaser, Seller will make available from time to time, at Purchaser’s expense, a reasonable number of technical personnel for consultation with Purchaser concerning the matters referred to in the foregoing provisions of this Section 4.1, such consultations to be completed by the Closing Date, supersede . (f) The Purchaser agrees that all diligence and transition preparation performed in connection with this Article 4 shall be at the Prior Credit Agreement Purchaser’s expense and shall be conducted at such times and in its entirety, except such a manner as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties acceptable to be a novation Seller and the security interests and Liens granted by under Purchaser shall not remove any Records or other documents from the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations Branch or make any copies of the parties evidenced by same without the Prior Credit consent of the Seller. All information obtained to Purchaser pursuant to this Agreement shall be evidenced by this Agreement, deemed confidential information under the “WC Loans” as defined in the Prior Credit Confidentiality Agreement shall be considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything subject to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreementthereof.

Transitional Arrangements. This Agreement shall, on the Closing Date, supersede the Prior Credit Agreement in its entirety, except as expressly provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, Date the Existing Credit Agreement shall be amended and restated as set forth in this Agreement and the rights and obligations of the parties evidenced by the Prior Existing Credit Agreement shall be evidenced by this AgreementAgreement and the other Loan Documents, the “WC "Loans” " as defined in Existing Credit Agreement shall be converted to Loans hereunder and the "Letters of Credit" as defined in the Prior Existing Credit Agreement shall be considered WC Loans converted to Letters of Credit hereunder, without constituting a novation or discharge thereof. All interest, fees and expenses, if any, owing or accrued under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as defined herein, of the “Revolver Loans” as defined Closing Date (pro-rated in the Prior Credit Agreement case of any fractional periods), and shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, paid on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything The Existing Banks agree to the contrary contained herein, it is understood collateral release of the "Vanuatu Vessel Mortgage," the "Parent Pledge Agreements," the "Dutch Guaranty," the "Dutch Pledge Agreement," the "Marine Assets Guaranty" and agreed that the Borrowers, "Marine Operators Guaranty," as those terms are defined in coordination with the Administrative Agent, shall elect, on or prior Existing Credit Agreement. The Existing Banks also agree to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference partial release of certain Vessels subject to the applicable rate having an Interest Period that "US Vessel Mortgage," as such term is defined in the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Existing Credit Agreement.

Transitional Arrangements. This (a) On the Effective Date, replacement Letters of Credit issued by the Issuing Bank under this Agreement shallshall be substituted for the Existing Letters of Credit issued by PNC under the Existing Credit Agreement, the effectiveness of which replacement Letters of Credit shall be conditioned on the Closing Datesurrender to PNC for cancellation of the corresponding Existing Letter of Credit. By execution of this Agreement, the Applicant and each Co-Applicant, as applicable, requests the Issuing Bank to issue such replacement Letters of Credit in substantially the same form as the Existing Letters of Credit they are to replace. The Applicant agrees to use its best efforts to cause each beneficiary of an Existing Letter of Credit to promptly surrender such Existing Letter of Credit in exchange for the corresponding replacement Letter of Credit. (b) Each Letter of Credit substituted for an Existing Letter of Credit pursuant to Section 3.3(a) hereof shall supersede the Prior such Existing Letter of Credit Agreement in its entirety, shall be deemed to be made under this Agreement and shall be governed by this Agreement and the other Credit Documents. (c) As of the Effective Date, except as expressly otherwise provided in this Section 10.21. The parties hereto agree that this Agreement is not intended by the parties to be a novation and the security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement) continue in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Existing Credit Agreement shall be evidenced superseded by this Agreement, Agreement and the “WC Loans” as defined in the Prior Credit Agreement Documents and shall be considered WC Loans of no further force and effect. (d) Until such time as defined hereinan Existing Letter of Credit is surrendered to PNC for cancellation, the “Revolver Loans” as defined in the Prior such Existing Letter of Credit Agreement shall be considered Revolver Loans as defined herein deemed to be a Letter of Credit issued hereunder, and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything PNC shall be entitled to the contrary contained herein, it is understood rights and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day benefits of the Interest Period relating to Issuing Bank hereunder in respect of such Converted Loans. As soon as reasonably practicable after its receipt Existing Letter of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms for purposes of the Prior Credit Agreement, such Lender will promptly return to obligations (i) of the Borrowers, marked “Substituted” or “Cancelled”Applicant and Co-Applicant, as the case may be, to reimburse PNC for any promissory notes payments of drafts under such Existing Letter of Credit as provided in Sections 2.1(c) and 2.3 hereof and to indemnify PNC as provided in Section 10.10, and (ii) of each Bank, as defined herein, to participate in and to make available for PNC’s account such Bank’s Commitment Percentage of the Borrowers held amount of any unreimbursed draft on such Existing Letter of Credit as provided in Section 2.2 hereof. Each Existing Letter of Credit shall be entitled to the benefits of the security otherwise provided under Section 2.14 for the Letter of Credit issued hereunder in replacement for such Existing Letter of Credit for so long as it remains outstanding or any draft thereunder has not been fully reimbursed. In no event shall the maturity date of any Existing Letter of Credit be extended by such Lender PNC and as to any Existing Letter of Credit pursuant to the Prior terms of which the Stated Expiration Date would be automatically extended, unless the beneficiary thereof is notified in advance of the then scheduled expiration date that such scheduled expiration date will not be extended, PNC shall give such a notice of non-extension to the beneficiary at the earliest permitted opportunity following the Effective Date if such a notice has not been given prior to the Effective Date. (e) All interest, commissions and all commitment and other fees and expenses owing or accrued under or in respect of the Existing Credit Agreement and the Existing Letters of Credit not replaced hereunder, shall be calculated as of the Effective Date (prorated in the case of any fractional periods), and shall be paid on such date in accordance with the method specified in the Existing Credit Agreement, as if it were still in effect.

Transitional Arrangements. This Agreement shall, (a) Effective on the Closing Date, supersede without the Prior necessity of further action by any party: (i) the outstanding principal amount of the “Loans” (as defined in the Original Credit Agreement) owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Lenders pursuant to this Agreement; and (ii) each outstanding “Letter of Credit” (as defined in the Original Credit Agreement) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall be entitled to the security and subject to the provisions set forth in this Agreement. Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, each Lender whose Pro Rata Share of the combined Commitments of all of the Lenders has increased (as evidenced by the difference for such Lender between its entiretyPro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, except for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such Lender’s Pro Rata Share (expressed as expressly a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination. (b) Except as otherwise provided in this Section 10.21. The parties hereto agree that Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be superseded by this Agreement, the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Original Credit Agreement is not intended shall be surrendered by the parties to be a novation and the security interests and Liens granted by Lenders under the Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of the Closing Date without the necessity of further action by any party, the “Security DocumentsPayment Guaranty” executed by the “Permitted Affiliates” (as such term is terms are defined in the Prior Original Credit Agreement) continue shall terminate and be of no further force and effect and the Permitted Affiliates shall be released from all obligations thereunder, whether accruing before or after the Closing Date. As of the Closing Date, (i) Guarantor shall execute and deliver a replacement Guaranty for the original Guaranty signed by Guarantor in connection with the Original Credit Agreement (in substantially the same form as such original Guaranty) and (ii) upon Administrative Agent’s receipt of such executed original Guaranty on the Closing Date, the original Guaranty shall terminate and be of no further force and effect. (c) All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Original Credit Agreement shall be calculated as of the Closing Date (prorated in the case of any fractional periods), and shall be paid on such date in accordance with the method specified in the Original Credit Agreement, as if it were still in effect. (d) All of the terms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, including from and after the Closing Date. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Credit Agreement shall be evidenced except as modified by this Agreement, and are hereby ratified and confirmed. To the “WC Loans” as defined extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in the Prior Credit Agreement shall be considered WC Loans as defined hereinany other Loan Document, the “Revolver Loans” as defined in the Prior Credit Agreement terms and provisions hereof shall be considered Revolver Loans as defined herein and the Lenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined under the Prior Credit Agreement) (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit Agreement, such Lender will promptly return to the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to the Prior Credit Agreementcontrol.