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.

All Loans outstanding under the Existing Credit Agreement on the Restatement Effective Date shall have been prepaid (subject to reborrowing on the terms set forth herein) and all interest and fees accrued to the Restatement Effective Date under the Existing Credit Agreement shall have been paid.