Common use of Amendment and Restatement of Original Credit Agreement Clause in Contracts

Amendment and Restatement of Original Credit Agreement. This Agreement constitutes an amendment and restatement of the Original Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute, a novation or an accord and satisfaction of the Obligations or any other obligations owing to Agent or the Lenders under the Original Credit Agreement or any other loan document executed in connection therewith. On the Closing Date, the credit facilities and the terms and conditions thereof described in the Original Credit Agreement shall be amended and replaced in their entirety by the credit facilities and the terms and conditions described herein, and all Advances and other Obligations of Borrower outstanding as of such date under the Original Credit Agreement shall be deemed to be Advances, Letters of Credit and Obligations outstanding under the corresponding facilities described herein (such that all Obligations which are outstanding on the Closing Date under the Original Credit Agreement shall become Obligations under this Agreement), without further action by any Person. Each of the parties hereto hereby acknowledges and agrees that the grant of the security interests in the Collateral pursuant to the Security Agreement and in any other Loan Document (unless explicitly agreed to by Agent in writing) is not intended to, nor shall it be construed, as constituting a release of any prior security interests granted by any Loan Party in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers in or to any Collateral or any other Property of such Loan Party, but is intended to constitute a restatement and reconfirmation of the prior security interests granted by the Loan Parties in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers in and to the Collateral and a grant of a new security interest in any Collateral that is not included in the prior security grants by the Loan Parties and in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers to the extent such grant was not included in the prior security grants. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

Amendment and Restatement of Original Credit Agreement. This The parties to this Agreement constitutes an amendment and restatement of agree that, upon (i) the Original Credit Agreement effective from and after the Closing Date. The execution and delivery by each of the parties hereto of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute, a novation or an accord and (ii) satisfaction of the Obligations or any other obligations owing to Agent or the Lenders under the Original Credit Agreement or any other loan document executed conditions set forth in connection therewith. On the Closing DateSections 4.1 and 4.2, the credit facilities and the terms and conditions thereof described in provisions of the Original Credit Agreement shall be amended and replaced hereby are amended, superseded and restated in their entirety by the credit facilities and the terms and conditions described herein, provisions of this Agreement. This Agreement is not intended to and all Advances shall not constitute a novation. All Loans made and other Secured Obligations of Borrower outstanding as of such date incurred under the Original Credit Agreement shall be deemed to be Advances, Letters of Credit and Obligations outstanding under the corresponding facilities described herein (such that all Obligations which are outstanding on the Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the foregoing, (a) all Existing Letters of Credit (as defined in the Original Credit Agreement) and the Letters of Credit issued for the account of the Borrowers under the Original Credit Agreement which remain outstanding on the Effective Date shall become continue as Facility Letters of Credit under (and shall be governed by the terms of) this Agreement and (b) all Secured Obligations consisting of Hedging Obligations incurred under Hedging Agreements with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Secured Obligations under this Agreement), without further action by any Person. Each of the parties hereto hereby acknowledges and agrees that the grant of the security interests in the Collateral pursuant to the Security Agreement and in any the other Loan Document (unless explicitly agreed to by Agent in writing) is not intended to, nor shall it be construed, as constituting a release of any prior security interests granted by any Loan Party in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer Documents. By its execution below and the Bank Product Providers in or to any Collateral or any other Property of such Loan Party, but is intended to constitute a restatement and reconfirmation of the prior security interests granted by the Loan Parties in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers in and to the Collateral and a grant of a new security interest in any Collateral that is not included in the prior security grants by the Loan Parties and in favor of Agent for the benefit of itself, the Lenders, Issuing Lender, Underlying Issuer and the Bank Product Providers to the extent such grant was not included in the prior security grants. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality requestsatisfaction of the conditions set forth in Sections 4.1 and 4.2, the Original Administrative Agent resigns as the "Administrative Agent" under the Original Credit Agreement. Omissions are designated by Simultaneously therewith, and notwithstanding anything in the symbol [***]. A complete version Original Credit Agreement or elsewhere to the contrary, NBD shall replace The First National Bank of Chicago as the Administrative Agent under this document has been filed separately Agreement, such replacement shall be deemed to have occurred in accordance with and in satisfaction of all the Securities requirements with respect thereto set forth in the Original Credit Agreement and Exchange Commissionelsewhere, and consent is hereby expressly given to such replacement.