Pursuant to Section 10.01 of the Existing Credit Agreement, KeyBank as Administrative Agent under, and as defined in, the Existing Credit Agreement and each Lender under, and as defined in, the Existing Credit Agreement (including, for the avoidance of doubt, the Exiting Lenders) hereby consents to the amendment and restatement of the Existing Credit Agreement pursuant to the terms of this Agreement, the amendment and restatement of the Existing Guaranty pursuant to the terms of the Guaranty, the amendment and restatement of the Existing Pledge Agreement pursuant to the terms of the Pledge Agreement and amendment and restatement of the Existing Intra-Company Loan Subordination Agreement pursuant to the terms of the Intra-Company Loan Subordination Agreement. On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and each of the Existing Credit Agreement, the Existing Guaranty, the Existing Pledge Agreement and the Existing Intra-Company Loan Subordination Agreement shall be amended and restated in its entirety by the Guaranty, the Pledge Agreement and the Intra-Company Loan Subordination Agreement, respectively, and, except as specifically set forth herein and therein, shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement, the Guaranty, the Pledge Agreement and the Intra-Company Loan Subordination Agreement, as applicable. The parties hereto acknowledge and agree that entering into this Agreement, the Guaranty, the Pledge Agreement and the Intra-Company Loan Subordination Agreement, does not constitute a novation of the Existing Credit Agreement or the other Loan Documents (as defined in the Existing Credit Agreement) or a novation, termination, extinguishment or discharge of the “Obligations” under the Existing Credit Agreement or such other Loan Documents, which remain outstanding as of the Closing Date. KeyBank, as Administrative Agent under, and as defined in, the Existing Credit Agreement, is hereby authorized and directed by the Lenders party hereto to execute and deliver the Guaranty, the Pledge Agreement and the Intra-Company Loan Subordination Agreement (on behalf of the Lenders and itself). All interest and fees accrued and unpaid (determined after giving effect to any payments made to Exiting Lenders on the Closing Date) under the Existing Credit Agreement as of the date of this Agreement shall be due and payable in the amount determined pursuant to the Existing Credit Agreement for periods prior to the Closing Date on the next payment date for such interest or fee set forth in this Agreement.