Common use of Amendment and Restatement; Allocations Clause in Contracts

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Parent, the Initial Lenders, the Administrative Agent, the L/C Issuers and the Swing Line Lender: (a) The Borrower, the Guarantor, the Initial Lenders, the Administrative Agent, the L/C Issuers and the Swing Line Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrower and the Guarantor, the rights and interests of the Initial Lenders, the Administrative Agent, the L/C Issuers, if applicable, and the Swing Line Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding the Amendment and Restatement, including anything in this Section 1.01 and any related Loan Documents (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Credit Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Advances (as defined in the Existing Credit Agreement, and including all Swing Line Loans thereunder) owing by the Borrower and outstanding under the Existing Credit Agreement (collectively, the “Existing Advances”) shall continue as Advances hereunder and shall constitute advances hereunder. Base Rate Advances under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder, Swing Line Loans under the Existing Credit Agreement shall accrue interest at the SOFR Daily Floating Rate hereunder, and the parties hereto agree that all Daily Floating LIBOR Rate Advances outstanding under, and as defined in, the Existing Credit Agreement on the Effective Date shall be deemed to constitute SOFR Daily Floating Rate Advances on the Effective Date and commencing on the Effective Date shall accrue interest at the SOFR Daily Floating Rate. All accrued and unpaid interest and fees with respect to the Existing Advances shall be paid on the Effective Date. (c) Simultaneously with the Effective Date, (i) the Commitments (as defined in the Existing Credit Agreement) of each of the Existing Lenders and the outstanding amount of all Existing Advances shall be reallocated in accordance with the Commitments of the Initial Lenders set forth on Schedule 1.01, and the requisite assignments shall be deemed to be made in amounts from each Existing Lender to each Initial Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived), and (ii) each assignee Lender shall make full cash settlement with each corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations; and (d) Simultaneously with the Effective Date and after giving effect to the assignments and reallocations contemplated by Section 1.01(c), the Commitments of each of the Initial Lenders shall be as set forth on Schedule 1.01.

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Parent, the Initial Lenders, the Administrative Agent, the L/C Issuers Issuer and the Swing Line Lender: (a) The Borrower, the Guarantor, the Initial Lenders, the Administrative Agent, the L/C Issuers Issuer and the Swing Line Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrower and the Guarantor, the rights and interests of the Initial Lenders, the Administrative Agent, the L/C Issuers, if applicable, Issuer and the Swing Line Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.. 68457597_7 (b) Notwithstanding the this Amendment and Restatement, including anything in this Section 1.01 and any related Loan Documents (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Credit Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Advances (as defined in the Existing Credit Agreement, and including all Swing Line Loans thereunder) owing by the Borrower and outstanding under the Existing Credit Agreement (collectively, the “Existing Advances”) shall continue as Advances hereunder and shall constitute advances hereunder. Base Rate Advances under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder, Swing Line Loans under the Existing Credit Agreement shall accrue interest at the SOFR Daily Floating Rate hereunder, hereunder and the parties hereto agree that the Interest Periods for all Daily Floating LIBOR Eurocurrency Rate Advances outstanding under, and as defined in, under the Existing Credit Agreement on the Effective Date shall be deemed to constitute SOFR Daily Floating remain in effect without renewal, interruption or extension as Eurocurrency Rate Advances on the Effective Date under this Agreement and commencing on the Effective Date shall accrue interest at the SOFR Daily Floating Rate. All accrued and unpaid interest and fees with respect to the Existing Advances shall be paid on the Effective DateEurocurrency Rate hereunder. (c) Simultaneously with the Effective Date, (i) the Commitments (as defined in the Existing Credit Agreement) of each of the Existing Lenders and the outstanding amount of all Existing Advances shall be reallocated in accordance with the Commitments of the Initial Lenders set forth on Schedule 1.01, and the requisite assignments shall be deemed to be made in amounts from each Existing Lender to each Initial Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived), and (ii) each assignee Lender shall make full cash settlement with each corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations; and (d) Simultaneously with the Effective Date and after giving effect to the assignments and reallocations contemplated by Section 1.01(c), the Commitments of each of the Initial Lenders shall be as set forth on Schedule 1.01.

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Parent, the Initial Lenders, the Administrative Agent, the L/C Issuers Issuer and the Swing Line Lender: (a) The BorrowerBorrower and each other Loan Party, the Guarantor, the Initial Lenders, the Administrative Agent, the L/C Issuers Issuer and the Swing Line Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrower and the Guarantoreach other Loan Party, the rights and interests of the Initial Lenders, the Administrative Agent, the L/C Issuers, if applicable, Issuer and the Swing Line Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding the this Amendment and Restatement, including anything in this Section 1.01 1.01, and of any related Loan Documents (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Credit Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Advances Committed Loans and Swing Line Loans (each as defined in the Existing Credit Agreement, and including all Swing Line Loans thereunder) owing by the Borrower and outstanding under the Existing Credit Agreement (collectively, the “Existing AdvancesLoans”) shall continue as Advances Committed Loans and Swing Line Loans, respectively, hereunder and shall constitute advances hereunder. Base Rate Advances under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder, Swing Line Loans under the Existing Credit Agreement shall accrue interest at the SOFR Daily Floating Rate hereunder, and the parties hereto agree that all Daily Floating LIBOR Rate Advances outstanding under, and as defined in, the Existing Letters of Credit Agreement on the Effective Date shall be deemed to constitute SOFR Daily Floating Rate Advances on the Effective Date and commencing on the Effective Date shall accrue interest at the SOFR Daily Floating Rate. All accrued and unpaid interest and fees with respect to the Existing Advances shall be paid on the Effective Date. (c) Simultaneously with the Effective Date, (i) the Commitments (as defined in the Existing Credit Agreement) of each of the Existing Lenders and the outstanding amount of all Existing Advances shall be reallocated in accordance with the Commitments of the Initial Lenders set forth on Schedule 1.01, and the requisite assignments shall be deemed to be made in amounts from each Existing Lender to each Initial Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without and any of the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments Existing Credit Documents (all of which such requirements are hereby waived), and (ii) each assignee Lender shall make full cash settlement with each corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations; and (d) Simultaneously with the Effective Date and after giving effect to the assignments and reallocations contemplated by Section 1.01(c)collectively, the Commitments “Existing Letters of each Credit”) shall continue as Letters of the Initial Lenders shall be as set forth on Schedule 1.01Credit hereunder.

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Parent, the Initial Lenders, the Administrative Agent, the L/C Issuers Issuer and the Swing Line Lender: (a) The BorrowerBorrower and each other Loan Party, the Guarantor, the Initial Lenders, the Administrative Agent, the L/C Issuers Issuer and the Swing Line Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrower and the Guarantoreach other Loan Party, the rights and interests of the Initial Lenders, the Administrative Agent, the L/C Issuers, if applicable, Issuer and the Swing Line Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding the this Amendment and Restatement, including anything in this Section 1.01 and any related Loan Documents (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Credit Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Advances Committed Loans and Swing Line Loans (each as defined in the Existing Credit Agreement, and including all Swing Line Loans thereunder) owing by the Borrower and outstanding under the Existing Credit Agreement (collectively, the “Existing AdvancesLoans”) shall continue as Advances Committed Loans and Swing Line Loans, respectively, hereunder and shall constitute advances hereunder. Base Rate Advances , and all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder, Swing Line Loans under and any of the Existing Credit Agreement shall accrue interest at the SOFR Daily Floating Rate hereunder, and the parties hereto agree that all Daily Floating LIBOR Rate Advances outstanding under, and as defined inDocuments (collectively, the “Existing Letters of Credit”) shall continue as Letters of Credit Agreement on the Effective Date shall be deemed to constitute SOFR Daily Floating Rate Advances on the Effective Date and commencing on the Effective Date shall accrue interest at the SOFR Daily Floating Rate. All accrued and unpaid interest and fees with respect to the Existing Advances shall be paid on the Effective Datehereunder. (c) Simultaneously with Immediately prior to the Effective Dateeffectiveness of this Agreement, (i) the Commitments (as defined in the Existing Credit Agreement) of each of the Existing Lenders and the outstanding amounts of the Existing Loans held by the Existing Lenders are set forth on Schedule A. (d) Simultaneously with the Effective Date, the outstanding amount of all Existing Advances Loans shall be reallocated in accordance with the Commitments of the Initial Lenders hereunder as set forth on Schedule 1.012.01, and the requisite assignments shall be deemed to be made in amounts from each Existing Lender to each Initial other Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived), and (ii) each assignee Lender shall make full cash settlement with each corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations; and; (de) Simultaneously with the Effective Date and after giving effect to the assignments and reallocations reallocation contemplated by Section 1.01(c1.01(d), the Commitments of each of the Initial Lenders following the Effective Date shall be as set forth on Schedule 1.012.01.

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the BorrowerBorrowers, the Parent, the Initial Lenders, the Administrative Agent, the L/C Issuers Issuer and the Swing Line Lender: (a) The Borrower, the GuarantorBorrowers and each other Loan Party, the Initial Lenders, the Administrative Agent, the L/C Issuers Issuer and the Swing Line Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrower and the Guarantoreach other Loan Party, the rights and interests of the Initial Lenders, the Administrative Agent, the L/C Issuers, if applicable, Issuer and the Swing Line Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding the this Amendment and Restatement, including anything in this Section 1.01 and any related Loan Documents (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and obligations of the Borrower Borrowers under the Existing Credit Agreement or any Existing Credit Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Advances (as defined in the Existing Credit Agreement, and including all Swing Line Loans thereunder) owing by the Borrower Borrowers and outstanding under the Existing Credit Agreement (collectively, the “Existing Advances”) shall continue as Advances hereunder and shall constitute advances hereunder. Base Rate Advances under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder, Swing Line Loans under the Existing Credit Agreement shall accrue interest at the SOFR Daily Floating Rate hereunder, hereunder and the parties hereto agree that the Interest Periods for all Daily Floating LIBOR Eurocurrency Rate Advances outstanding under, and as defined in, under the Existing Credit Agreement on the Effective Date shall be deemed to constitute SOFR Daily Floating remain in effect without renewal, interruption or extension as Eurocurrency Rate Advances on the Effective Date under this Agreement and commencing on the Effective Date shall accrue interest at the SOFR Daily Floating Rate. All accrued and unpaid interest and fees with respect to the Existing Advances shall be paid on the Effective DateEurocurrency Rate hereunder. (c) Simultaneously with the Effective Date, (i) the Commitments (as defined in the Existing Credit Agreement) of each of the Existing Lenders and the outstanding amount of all Existing Advances shall be reallocated in accordance with the Commitments of the Initial Lenders set forth on Schedule 1.01, and the requisite assignments shall be deemed to be made in amounts from each Existing Lender to each Initial Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived), and (ii) each assignee Lender shall make full cash settlement with each corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations; and (d) Simultaneously with the Effective Date and after giving effect to the assignments and reallocations contemplated by Section 1.01(c), the Commitments of each of the Initial Lenders shall be as set forth on Schedule 1.01.

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Parent, the Initial Lenders, the Administrative Agent, the L/C Issuers and the Swing Line Lender: (a) 1. The Borrower, the Guarantor, the Initial Lenders, the Administrative Agent, the L/C Issuers and the Swing Line Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrower and the Guarantor, the rights and interests of the Initial Lenders, the Administrative Agent, the L/C Issuers, if applicable, and the Swing Line Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) 2. Notwithstanding the Amendment and Restatement, including anything in this Section 1.01 and any related Loan Documents (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and 143361946_5 other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Credit Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Advances (as defined in the Existing Credit Agreement, and including all Swing Line Loans thereunder) owing by the Borrower and outstanding under the Existing Credit Agreement (collectively, the “Existing Advances”) shall continue as Advances hereunder and shall constitute advances hereunder. Base Rate Advances under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder, Swing Line Loans under the Existing Credit Agreement shall accrue interest at the SOFR Daily Floating LIBOR Rate hereunder, hereunder and the parties hereto agree that the Interest Periods for all Daily Floating LIBOR Eurocurrency Rate Advances outstanding under, and as defined in, under the Existing Credit Agreement on the Effective Date shall be deemed to constitute SOFR Daily Floating remain in effect without renewal, interruption or extension as Eurocurrency Rate Advances on the Effective Date under this Agreement and commencing on the Effective Date shall accrue interest at the SOFR Daily Floating Rate. All accrued and unpaid interest and fees with respect to the Existing Advances shall be paid on the Effective DateEurocurrency Rate hereunder. (c) 3. Simultaneously with the Effective Date, (i) the Commitments (as defined in the Existing Credit Agreement) of each of the Existing Lenders and the outstanding amount of all Existing Advances shall be reallocated in accordance with the Commitments of the Initial Lenders set forth on Schedule 1.01, and the requisite assignments shall be deemed to be made in amounts from each Existing Lender to each Initial Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived), and (ii) each assignee Lender shall make full cash settlement with each corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations; and (d) 4. Simultaneously with the Effective Date and after giving effect to the assignments and reallocations contemplated by Section 1.01(c), the Commitments of each of the Initial Lenders shall be as set forth on Schedule 1.01.