The parties to this Agreement agree that, on the Effective Date, the terms and provisions of the Existing Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement.  This Agreement is not intended to be, and shall not constitute, a novation.  All Revolving Loans made, and "Obligations" incurred under, and as defined in, the Existing Agreement which are outstanding on the Effective Date shall continue as Revolving Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents; provided that on the Effective Date the Borrower shall refinance the aggregate outstanding amount of "Term Loans" as defined in and made under the Existing Agreement in full.  Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the Effective Date: (a) all references in the "Loan Documents" (as defined in the Existing Agreement) to the "Administrative Agent", the "Credit Agreement" and the "Loan Documents" shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the "Revolving Commitments" (as defined in the Existing Agreement) shall be redesignated as Revolving Commitments hereunder as set forth on Schedule 2.01A, (c) the aggregate outstanding amount of the "Term Loans" (as defined in the Existing Agreement) shall be refinanced in full with Revolving Loans or otherwise, (d) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender's credit exposure under the Existing Agreement as are necessary in order that each such Lender's Credit Exposure and outstanding Loans hereunder reflects such Lender's Applicable Percentage of the outstanding aggregate Credit Exposures on the Effective Date and (e) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (including the "Eurocurrency Loans" under the Existing Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 2.16 hereof.