Common use of Amendment And Restatement; No Novation; Deemed Assignments Clause in Contracts

Amendment And Restatement; No Novation; Deemed Assignments. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to any Lender, the Administrative Agent, any L/C Issuer or any other Secured Parties under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans, Letters of Credit and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person except as set forth below. (b) Simultaneously with the Closing Date, any required assignments shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (including from any Lender that reduces its commitment in connection with this Agreement), and any Existing Lender that is not a Lender hereunder (each an “Exiting Lender”) by its execution of this Agreement (which execution shall be solely for such purpose) shall be deemed to have assigned its Commitment and Loans to one or more Lenders hereunder, all as reasonably determined and managed by the Administrative Agent, in each case with the same force and effect as if such assignments were evidenced by 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. Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with the assignments set forth in this Section 1.09(b) (all of which requirements are hereby waived by each party hereto, including by each Exiting Lender), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the applicable Lenders shall make full cash settlement with one another (including with any Lender whose commitments are being decreased or any Existing Lender that is not a Lender), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements the Commitment and Applicable Percentage of each Lender shall be as set forth on Schedule 2.01 to this Agreement. For the avoidance of doubt, the deemed assignments by Exiting Lenders hereunder shall be deemed to have been made on the Closing Date immediately prior to the effectiveness of this Agreement, and upon the effectiveness of this Agreement on the Closing Date the Exiting Lenders shall not be Lenders hereunder.

Amendment And Restatement; No Novation; Deemed Assignments. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to any Revolving Lender, any Issuing Bank or the Administrative Agent, any L/C Issuer or any other Secured Parties Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all revolving loans, letters of credit and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be LoansRevolving Advances, Letters of Credit and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person except as set forth below. (b) Simultaneously with the Closing Effective Date, any required assignments shall be deemed to be made in such amounts among the Revolving Lenders and from each Revolving Lender to each other Revolving Lender (including from any Revolving Lender that reduces its revolving commitment in connection with this Agreement), and any Existing Revolving Lender that is not a Revolving Lender hereunder (each an “Exiting Lender”) by its execution of this Agreement (which execution shall be solely for such purpose) shall be deemed to have assigned its Revolving Commitment and Loans Revolving Advances to one or more Revolving Lenders hereunder, all as reasonably determined and managed by the Administrative Agent, in each case with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions Acceptances (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee. Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Agreement, no other documents or instruments, including any Assignment and AssumptionAcceptance, shall be, or shall be required to be, executed in connection with the assignments set forth in this Section 1.09(b1.08(b) (all of which requirements are hereby waived by each party hereto, including by each Exiting Lenderwaived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Effective Date, (i) the applicable Revolving Lenders shall make full cash settlement with one another (including with any Revolving Lender whose commitments are revolving commitment is being decreased or any Existing Revolving Lender that is not a Revolving Lender), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Revolving Commitments, such that after giving effect to such settlements the Pro Rata Share and Revolving Commitment and Applicable Percentage of each Revolving Lender shall be as set forth opposite such Revolving Lender’s name on Schedule 2.01 to this Agreement. For the avoidance of doubt, signature pages hereof under the deemed assignments by Exiting Lenders hereunder caption “Commitment” and (ii) each such Revolving Lender or Existing Revolving Lender shall be deemed entitled to have been made on any reimbursement under Section 2.11 of the Closing Date immediately prior to Credit Agreement or the effectiveness of this Existing Credit Agreement, and upon the effectiveness of this Agreement on the Closing Date the Exiting Lenders shall not be Lenders hereunderas applicable, with respect thereto.

Amendment And Restatement; No Novation; Deemed Assignments. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to any Lender, any Issuing Bank or the Administrative Agent, any L/C Issuer or any other Secured Parties Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans, letters of credit and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be LoansAdvances, Letters of Credit and Obligations obligations outstanding under the corresponding facilities described herein, without any further action by any Person except as set forth below. (b) Simultaneously with the Closing Effective Date, any required assignments shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (including from any Lender that reduces its commitment in connection with this Agreement), and any Existing Lender that is not a Lender hereunder (each an “Exiting Lender”) by its execution of this Agreement (which execution shall be solely for such purpose) shall be deemed to have assigned its Commitment and Loans Advances to one or more Lenders hereunder, all as reasonably determined and managed by the Administrative Agent, in each case with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions Acceptances (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee. Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Agreement, no other documents or instruments, including any Assignment and AssumptionAcceptance, shall be, or shall be required to be, executed in connection with the assignments set forth in this Section 1.09(b1.07(b) (all of which requirements are hereby waived by each party hereto, including by each Exiting Lenderwaived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Effective Date, (i) the applicable Lenders shall make full cash settlement with one another (including with any Lender whose commitments are commitment is being decreased or any Existing Lender that is not a Lender), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements the Pro Rata Share and Commitment and Applicable Percentage of each Lender shall be as set forth opposite such Lender’s name on Schedule 2.01 to this Agreement. For the avoidance of doubt, signature pages hereof under the deemed assignments by Exiting Lenders hereunder caption “Commitment” and (ii) each such Lender or Existing Lender shall be deemed entitled to have been made on any reimbursement under Section 2.11 of the Closing Date immediately prior to Credit Agreement or the effectiveness of this Existing Credit Agreement, and upon the effectiveness of this Agreement on the Closing Date the Exiting Lenders shall not be Lenders hereunderas applicable, with respect thereto.