of the Credit Agreement with respect thereto (and this Amendment shall be deemed to be an Assignment and Assumption with respect to such assignment), (y) shall automatically be effective on the
Amendment No. 2 Effective Date (subject to the payment of all amounts referred to above), and in any event shall not require any further action on the part of the Non-Consenting Revolving Lender, and
(z) the Administrative Agent is hereby authorized to record such assignment in the Register. As used herein, Non-Consenting Revolving Lender means Credit Suisse AG, Cayman Islands
Branch, in its capacity as an Initial Revolving Lender, and Replacement Revolving Lender means UBS AG, Stamford Branch. After giving effect to the assignment and assumption contemplated by this Section, the Replacement Revolving
Lender shall have an Initial Revolving Credit Commitment equal to $62,500,000.00.
(b) The Replacement Revolving Lender hereby represents
and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Revolving Lender
under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to assume the Initial Revolving Credit Commitment and related rights and obligations
pursuant to this Section 2 and become a Revolving Lender, (iii) from and after the Amendment No. 2 Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Revolving Lender
thereunder and, to the extent of the Initial Revolving Credit Commitment and related rights and obligations so assumed, shall have the obligations of a Revolving Lender thereunder, (iv) it has received a copy of the Credit Agreement and each
then-applicable Acceptable Intercreditor Agreement, together with copies of the most recent financial statements of Parent filed with the SEC or delivered pursuant to Section 5.01 of the Credit Agreement, as applicable, and
such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the assignment contemplated by this Section 2 on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other Lender, (v) to the knowledge of the Replacement Revolving Lender, it is not (A) a Disqualified Institution or (B) an Affiliate of a Disqualified Institution
and (vi) if it is a Foreign Lender, it has delivered to the Administrative Agent any documentation required to be delivered by it pursuant to Section 2.17 of the Credit Agreement, duly completed and executed by the
Replacement Revolving Lender.
(c) Pursuant to Section 2.05(i) of the Credit Agreement, effective as of the
Amendment No. 2 Effective Date, Credit Suisse AG, Cayman Islands Branch, in its capacity as an Issuing Bank (in such capacity, the Replaced Issuing Bank), is hereby replaced by UBS AG, Stamford Branch, as an Issuing Bank (in
such capacity, the Successor Issuing Bank), and the Administrative Agent, the Borrower and the Successor Issuing Bank hereby consent to such replacement. As of the Amendment No. 2 Effective Date, the LC Commitment of the
Successor Issuing Bank shall equal $31,250,000.00 and from and after the Amendment No. 2 Effective Date, the Successor Issuing Bank shall have all the rights and obligations of the Replaced Issuing Bank under the Amended Credit Agreement, and
shall constitute an Issuing Bank for all purposes thereof and of the other Loan Documents; provided that notwithstanding the foregoing or anything to the contrary in the Credit Agreement, the Replaced Issuing Bank shall remain a party to the
Amended Credit Agreement and shall continue to constitute an Issuing Bank thereunder (and shall have all related rights and obligations thereunder to such extent) solely with respect to the Letters of Credit issued by it and outstanding as of the
Amendment No. 2 Effective Date (it being understood and agreed that the Replaced Issuing Bank shall have no obligation to renew or extend any such Letter of Credit or to issue any additional Letter of Credit under the Amended Credit Agreement).
(d) Credit Suisse AG, Cayman Islands Branch, in its capacities as the Non-Consenting Revolving
Lender and the Replaced Issuing Bank, hereby waives the payment of any accrued interest, accrued fees or other amounts payable to it in accordance with Sections 2.19(b) and 2.05(i) of the Credit Agreement on the Amendment No. 2
Effective Date as a condition to the effectiveness of the transactions contemplated by this Section 2, it being understood and agreed that all such amounts shall be paid by the Borrower for the account of Credit Suisse AG, Cayman Islands Branch
in accordance with the Credit Agreement as and when payment of such amounts would otherwise be due thereunder.