Effect of Amendment and Restatement. This Agreement is intended to and does completely amend and restate, without novation, the Original Agreement. All security interests granted by ​ and ​ under the Original Agreement are hereby confirmed and ratified and shall continue to secure all Obligations under this Agreement.

Effect of Restatement. This Agreement amends, restates and replaces in its entirety the Existing Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of the parties to the Existing Agreement are hereby amended, restated, replaced and superseded in their entirety according to the terms and provisions set forth herein. Each Borrower represents and warrants that as of the Third Restatement Date there are no claims or offsets against, or defenses or counterclaims to, its obligations under the Existing Agreement or any of the other agreements, documents or instruments executed in connection therewith. To induce the Administrative Agent, the Issuers and the Lenders to enter into this Agreement, each Borrower waives any and all such claims, offsets, defenses and counterclaims, whether known or unknown, arising prior to the Third Restatement Date and relating to the Existing Agreement.

Amendment and Restatement. (a) Subject to [Section 4.01], this Agreement amends and restates in its entirety the Existing Credit Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of the parties to the Existing Credit Agreement are hereby amended, restated, replaced and superseded, in their entirety, on the terms and provisions set forth herein; provided that all indemnification obligations of the Borrowers pursuant to the Existing Credit Agreement shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. In furtherance of the foregoing, # each party hereto acknowledges and agrees that, on and as of the Restatement Effective Date, [Schedule 2.01] sets forth all the Commitments of all the Lenders (and no Person whose name does not appear on [Schedule 2.01] shall have, or shall be deemed to have, a Commitment on the Restatement Effective Date, it being understood and agreed that each such Person, if a Lender under the Existing Credit Agreement, shall continue to be entitled to the benefits of [[Sections 2.14, 2.16, 2.17 and 10.03]3]3]3]]3]3]3] of the Existing Credit Agreement) and # each Global Tranche

Amendment and Restatement. On the Closing Date, this Guaranty shall supersede the Amended and Restated Continuing Guaranty, dated as of ​ (the “Existing Guaranty”), by the ​ in favor of the Administrative Agent, for the benefit of the Administrative Agent and the ​, in its entirety, except as provided in this [Section 19]. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Guaranty shall be evidenced by this Guaranty and the other Loan Documents.

Amendment and Restatement. This Supplemental Note Purchase Agreement amends and restates in its entirety all of the terms, conditions and provisions of the Amended Supplement.

Amendment and Restatement In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders

Amendment and Restatement. On the Closing Date, all Loans and other amounts outstanding under the Existing Credit Agreement, if any, shall be repaid and unpaid accrued interest, facility fees and letter of credit fees payable under the Existing Credit Agreement shall be paid, in each case contemporaneously with the making of Loans hereunder and all commitments to extend credit thereunder shall be amended and restated as set forth in this Agreement.

Restatement and Amendment. This document incorporates into one document all of the provisions of the Plan, as amended and in effect as of ​.

ARTICLE # THE COMMITMENTS AND CREDIT EXTENSIONS 42

Effect of Amendment. Except as expressly modified by this Amendment, the Purchase Agreement shall remain unmodified and in full force and effect.