This Agreement constitutes an amendment and restatement of the Existing Revolving Credit Agreement effective from and after the Restatement Effective Date.  The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to Agent, any Lender, Swingline Lender, or Issuing Bank under the Existing Revolving Credit Agreement based on any facts or events occurring or existing prior to the execution and delivery of this Agreement.  On the Restatement Effective Date, the credit facilities described in the Existing Revolving Credit Agreement shall be amended and supplemented by the facilities described herein, and all loans, Letters of Credit, and other obligations of any Borrower outstanding as of such date under the Existing Revolving Credit Agreement shall be deemed to be loans, Letters of Credit, and obligations outstanding under the corresponding facilities described herein, without further action by any Person.  Unless otherwise provided in any other Loan Document, any fees and interest accrued under the Existing Revolving Credit Agreement shall accrue up to (but not including) the Restatement Effective Date at the rates and in the manner provided in the Existing Revolving Credit Agreement but shall be due and payable at the times and in the manner provided under this Agreement.  All costs and expenses which were due and owing under the Existing Revolving Credit Agreement shall continue to be due and owing under, and shall be due and payable in accordance with, this Agreement.  On and after the Restatement Effective Date, each and every reference in the Loan Documents to this Agreement, and to the capitalized terms as defined in this Agreement (including, without limitation, the terms “Loans.” “Letter of Credit,” and “Obligations”) shall be deemed to refer to and mean this Agreement, and such capitalized terms as defined and used in this Agreement.  Each Borrower further confirms and agrees that all such Loan Documents are and shall remain in full force and effect on and after the Restatement Effective Date, except as otherwise expressly provided herein or therein or except to the extent the same are amended, restated, supplemented or otherwise modified on the Restatement Effective Date.  The amount of each Lender’s Revolving Commitment, as of the Restatement Effective Date, shall be as set forth on Schedule I , and Agent and each Lender shall cooperate in good faith to make all payments and fundings which Agent and the Lenders must make to reallocate the Revolving Commitments and the Obligations in respect thereof among the Lenders in accordance with their respective Revolving Commitments as set forth on Schedule I .