The Borrower, the Grantors (as defined in the Collateral Trust Agreement) and the Collateral Trustee acting as directed by an Act of Instructing Debtholders set forth in Section 1.4 below agree on the Restatement Effective Date, that the Guarantee and Collateral Agreement shall hereby be amended and restated in the form of the Second Amended and Restated Guarantee and Collateral Agreement attached hereto as Exhibit C (including the schedules and exhibits thereto) (the “ Restated GCA ”) such that, on the Restatement Effective Date, the terms and provisions set forth in the Restated GCA shall replace the terms and provisions of the Guarantee and Collateral Agreement in their entirety.