Restatement. Except as otherwise stated in [Section 18.2] and this [Section 18.4], as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan Documents are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents. Except as provided below, the amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of any Loan Party evidenced by or arising under the Existing Loan Documents, and the Liens in the Collateral (as such term is defined herein) of Agent securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent for the benefit of the Lender Group. The principal amount of the loans and the amount of the Letters of Credit outstanding as of the date hereof under the Existing Loan Documents shall be allocated to the Advances and Letters of Credit hereunder in such manner and in such amounts as Agent shall determine.

Restatement. For purposes of this Policy, a “Restatement” means an accounting restatement that Republic is required to prepare due to Republic’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. For the avoidance of doubt, an accounting restatement that occurs as a result of a change in accounting principles shall not be deemed a Restatement.

First Escrow Release Date. [Section 1.18] of the Agreement is hereby amended and restated as follows:

SECTION # First Amendment and Restatement Effective Date. Each of the following conditions shall be satisfied on the First Amendment and Restatement Effective Date (or waived in accordance with [Section 9.02]):

“First Restatement Effective Date” shall have the meaning provided in the Amendment and Restatement Agreement No. 1, such date being ​.

“Restatement Date” means the first date all the conditions precedent in [Section 3] of the Restatement Agreement are satisfied or waived in accordance with [Section 10.01].

“Non-Exchanged Term Loan” means each Term B-1 Loan outstanding immediately prior to the First Restatement Effective Date (or portion thereof) under this Agreement (as in effect immediately prior to the First Restatement Effective Date) other than an Exchanged Term Loan.

“First Amendment and Restatement Effective Date” means ​.

Section # Conditions Precedent to Credit Events on the First Restatement Effective Date 7374

The Original Credit Agreement was amended and restated (as so amended and restated, the “First Amended and Restated Credit Agreement”) as of ​ (the “First Restatement Effective Date”).