Common use of Amendment and Restatement; Departing Lenders Clause in Contracts

Amendment and Restatement; Departing Lenders. The Borrower, the Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Indebtedness created thereunder. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Facility LCs under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement, (e) any obligations under the “Fee Letters” (as defined in the Existing Credit Agreement) shall be of no further force and effect and such Fee Letters are hereby terminated, (f) each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and “Obligations” owing to it under and in connection with the Existing Credit Agreement shall be repaid, and each Departing Lender shall not be a Lender hereunder, and (g) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Outstanding Credit Exposure hereunder reflects such Lender’s Pro Rata Share of the Aggregate Outstanding Credit Exposure on the Effective Date (and the termination and repayment of “Commitments” and “

Amendment and Restatement; Departing Lenders. (a) The Borrower, the Lenders and the Administrative Agent parties to this Agreement agree that, upon (ia) the execution and delivery of this Agreement by each of the parties hereto of this Agreement and (iib) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.13.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Indebtedness created thereundernovation. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, automatically be deemed amended All Advances made and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans Advances and Facility LCs obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the Effective Date: (bi) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (cii) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (iii) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender under the Existing Credit Agreement or the “Loan Documents” (as defined in the Existing Credit Agreement) which are outstanding on the Effective Date shall continue as Obligations obligations under this Agreement and the other Loan Documents, Documents (dsubject to clause (b) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement, (e) any obligations under the “Fee Letters” (as defined in the Existing Credit Agreement) shall be of no further force and effect and such Fee Letters are hereby terminated, (f) each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and “Obligations” owing to it under and in connection with the Existing Credit Agreement shall be repaid, and each Departing Lender shall not be a Lender hereunderbelow), and (giv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure outstanding Advances under the Existing Credit Agreement as are necessary in order that each such Lender’s Outstanding Credit Exposure hereunder reflects such Lender’s Pro Rata to keep outstanding Revolving Advances ratable with the revised Ratable Share of the Aggregate Outstanding Lenders on the Effective Date. (b) Each Departing Lender desires and hereby agrees to assign all of its rights and obligations as a Lender under the Existing Credit Exposure Agreement to the other Lenders in accordance with this clause (b). Each of the Agent, the Lenders and the Borrower hereby consents to (i) the reallocation of the Commitments held by each Departing Lender under the Existing Credit Agreement to the other Lenders, and (ii) each Departing Lender’s assignment of its rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, in each case, as described below. On the Effective Date and after giving effect to such reallocation and assignment, the Commitment of each Departing Lender under the Existing Credit Agreement shall terminate and the Commitment of each Lender hereunder shall be as set forth on Schedule 1.01(a) attached hereto, and each Lender hereby consents to the Commitments set forth on Schedule 1.01(a) attached hereto. The reallocation of the aggregate Commitments hereunder among the Lenders, including the assignment by each Departing Lender of all of its respective rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit C to the Existing Credit Agreement as if the Lenders and each Departing Lender had executed an Assignment and Assumption with respect to such reallocation; provided that in connection with such reallocation, each Departing Lender shall receive on the Effective Date (payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it under the Existing Credit Agreement and the termination other “Loan Documents” (as defined in the Existing Credit Agreement) (other than obligations to pay fees and repayment expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” (as defined in the Existing Credit Agreement)). The Departing Lenders shall not be Lenders hereunder, and for the avoidance of “Commitments” doubt, each Departing Lender is only a party to this Agreement with respect to this Section 8.20 and “has no other rights or obligations under this Agreement.

Amendment and Restatement; Departing Lenders. (a) The Borrower, the Lenders and the Administrative Agent parties to this Agreement agree that, upon (ia) the execution and delivery of this Agreement by each of the parties hereto of this Agreement and (iib) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.13.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Indebtedness created thereundernovation. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, automatically be deemed amended All Advances made and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans Advances and Facility LCs obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the Effective Date: (bi) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (cii) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (iii) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender under the Existing Credit Agreement or the “Loan Documents” (as defined in the Existing Credit Agreement) which are outstanding on the Effective Date shall continue as Obligations obligations under this Agreement and the other Loan Documents, Documents (dsubject to clause (b) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement, (e) any obligations under the “Fee Letters” (as defined in the Existing Credit Agreement) shall be of no further force and effect and such Fee Letters are hereby terminated, (f) each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and “Obligations” owing to it under and in connection with the Existing Credit Agreement shall be repaid, and each Departing Lender shall not be a Lender hereunderbelow), and (giv) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure outstanding Advances under the Existing Credit Agreement as are necessary in order that each such Lender’s Outstanding Credit Exposure hereunder reflects such Lender’s Pro Rata to keep outstanding Revolving Advances ratable with the revised Ratable Share of the Aggregate Outstanding Lenders on the Effective Date. (b) Each Departing Lender desires and hereby agrees to assign all of its rights and obligations as a Lender under the Existing Credit Exposure Agreement to the other Lenders in accordance with this clause (b). Each of the Agent, the Lenders and the Borrower hereby consents to (i) the reallocation of the Commitments held by each Departing Lender under the Existing Credit Agreement to the other Lenders, and (ii) each Departing Lender’s assignment of its rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, in each case, as described below. On the Effective Date and after giving effect to such reallocation and assignment, the Commitment of each Departing Lender under the Existing Credit Agreement shall terminate and the Commitment of each Lender hereunder shall be as set forth on Schedule 1.01(a) attached hereto, and each Lender hereby consents to the Commitments set forth on Schedule 1.01(a) attached hereto. The reallocation of the aggregate Commitments hereunder among the Lenders, including the assignment by each Departing Lender of all of its respective rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit C to the Existing Credit Agreement as if the Lenders and each Departing Lender had executed an Assignment and Assumption with respect to such reallocation; provided that in connection with such reallocation, each Departing Lender shall receive on the Effective Date (payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it under the Existing Credit Agreement and the termination other “Loan Documents” (as defined in the Existing Credit Agreement) (other than obligations to pay fees and repayment expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” (as defined in the Existing Credit Agreement)). The Departing Lenders shall not be Lenders hereunder, and for the avoidance of “Commitments” doubt, each Departing Lender is only a party to this Agreement with respect to this Section 8.20 and “has no other rights or obligations under this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Amendment and Restatement; Departing Lenders. The Borrower, the Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Indebtedness created thereunder. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Facility LCs under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement, (e) any obligations under the “Fee Letters” (as defined in the Existing Credit Agreement) shall be of no further force and effect and such Fee Letters are hereby terminated, and (f) each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and “Obligations” owing to it under and in connection with the Existing Credit Agreement shall be repaid, and each Departing Lender shall not be a Lender hereunder, and (g) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Outstanding Credit Exposure hereunder reflects such LenderXxxxxx’s Pro Rata Share of the Aggregate Outstanding Credit Exposure on the Effective Date (Date, and the termination Borrower hereby agrees to compensate each Lender for reasonable and repayment documented costs and out-of-pocket expenses incurred by such Lender in connection with the sale and assignment of “Commitments” any Term SOFR Loans on the terms and “in the manner set forth in Section 3.4 hereof. Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Lenders (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties and other changes that are otherwise permitted by the Administrative Agent’s authority under or with respect to such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the provisions of the Existing Credit Agreement).

Amendment and Restatement; Departing Lenders. The Borrower, the Lenders and the Administrative Agent agree that, that upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.14.01, the terms and provisions conditions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Indebtedness indebtedness created thereunder. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Facility LCs under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement, (e) any obligations under the “Fee Letters” (as defined in the Existing Credit Agreement) shall be of no further force and effect and such Fee Letters are hereby terminated, (f) each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and “Obligations” obligations owing to it under and in connection with the Existing Credit Agreement shall be repaid, and each Departing Lender shall not be a Lender hereunder, and (gf) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Outstanding outstanding Credit Exposure hereunder reflects such Lender’s Pro Rata Share pro rata share of the Aggregate Outstanding aggregate outstanding Credit Exposure on the Effective Date (and the termination and repayment of “Commitments” and “obligations of Departing Lenders), and the Borrower hereby agrees to compensate each Lender for reasonable and documented costs and out-of-pocket expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans on the terms and in the manner set forth in Section 2.13 hereof.

Amendment and Restatement; Departing Lenders. The Borrower, the Lenders and the Administrative Agent agree that, that upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.14.01, the terms and provisions conditions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Indebtedness indebtedness created thereunder. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Facility LCs under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement, (e) any obligations under the “Fee Letters” (as defined in the Existing Credit Agreement) shall be of no further force and effect and such Fee Letters are hereby terminated, (f) each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and “Obligations” obligations owing to it under and in connection with the Existing Credit Agreement shall be repaid, and each Departing Lender shall not be a Lender hereunder, and (gf) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such LenderXxxxxx’s Outstanding outstanding Credit Exposure hereunder reflects such LenderXxxxxx’s Pro Rata Share pro rata share of the Aggregate Outstanding aggregate outstanding Credit Exposure on the Effective Date (and the termination and repayment of “Commitments” and obligations of Departing Lenders), and the Borrower hereby agrees to compensate each Lender for reasonable and documented costs and out-of-pocket expenses incurred by such Lender in connection with the sale and assignment of any “Eurodollar Loans” on the terms and in the manner set forth in Section 2.13 hereof.