Effective as of the Restatement Effective Date (as defined below), the Existing Credit Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit A hereto (the “ Restated Credit Agreement ”) and the Required Lenders hereby consent to the Agency Transfer Agreement and the Transactions.  Each of the Lenders signatory hereto and the Loan Parties consent to the amendment of the Existing Credit Agreement pursuant to this Restatement Agreement, the terms of the Restated Credit Agreement and the Transactions (as defined in the Restated Credit Agreement).