This Agreement amends and restates in its entirety the Existing Credit Agreement. This Agreement and the other Loan Documents govern the present relationship among the Loan Parties, Administrative Agent, the Lenders and the other Persons a signatory hereto. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Collateral, which security interests and other Liens each of the Loan Parties, by this Agreement, acknowledges, reaffirms and confirms to Administrative Agent and the Lenders. In addition, except as otherwise provided herein, all monetary obligations and liabilities and indebtedness of any Loan Party created or existing under, pursuant to, or as a result of, the Existing Credit Agreement (the “ Existing Credit Agreement Obligations ”) shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness the Loan Parties, by this Agreement, acknowledge, reaffirm, confirm and assume. The Loan Parties agree that any outstanding commitment to make advances or otherwise extend credit or credit support to any Loan Party and each other obligation of any Person (other than a Loan Party) which is a party to the Existing Credit Agreement are hereby terminated. The Loan Parties represent and warrant that none of them have assigned or otherwise transferred any rights arising under the Existing Credit Agreement. In order to induce Administrative Agent and the Lenders to enter into this Agreement on the Effective Date, each Borrower hereby represents, warrants and covenants to Administrative Agent and the Lenders that it has determined that each Borrower will benefit specifically and materially from the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement on the Effective Date and that each Borrower requested and bargained for the structure and terms of and security for the Loans contemplated by this Agreement on the Effective Date. Amounts in respect of interest, fees and other amounts payable to or for the account of Administrative Agent, Swingline Lender, Issuing Bank and Lenders shall be calculated (i) in accordance with the provisions of the Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Effective Date (and such amounts shall be payable to the applicable Persons a party to the Existing Credit Agreement in accordance with the Existing Credit Agreement) and (ii) in accordance with the provisions of this Agreement with respect to any period (or a portion of any period) commencing on or after the Effective Date. On the Effective Date, each Lender shall settle with Administrative Agent so that, after giving effect to such settlement, each Lender holds its pro rata share of the outstanding Loans and of all participation interests in all Swingline Loans and Letters of Credit.