Common use of Amendment and Restatement of the Existing Term Loan Agreement Clause in Contracts

Amendment and Restatement of the Existing Term Loan Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 5.1, the terms and provisions of the Existing Term Loan Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement.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. All “Loans” made and “Obligations” incurred under the Existing Term Loan Agreement which are outstanding on the Agreement Execution Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Term Loan Agreement) to the “Administrative Agent”, the “Loan Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Agreement Execution Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) 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 Term Loan Agreement as are necessary in order that each such Lender’s outstanding Loans hereunder reflect such Lender’s pro rata share of the outstanding aggregate Loans on the Agreement Execution Date, (d) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (as defined in the Existing Term Loan Agreement and including the “Eurocurrency Loans” thereunder) and such reallocation described above, in each case on the terms and in the manner set forth in Section 4.4 hereof.

Amendment and Restatement of the Existing Term Loan Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 5.1, the terms and provisions of the Existing Term Loan 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. All “Loans” made and “Obligations” incurred under the Existing Term Loan Agreement which are outstanding on the Agreement Execution Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Term Loan Agreement) to the “Administrative Agent”, the “Loan Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Agreement Execution Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) 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 Term Loan Agreement as are necessary in order that each such Lender’s outstanding Loans hereunder reflect such Lender’s pro rata xxx xata share of the outstanding aggregate Loans on the Agreement Execution Date, (d) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (as defined in the Existing Term Loan Agreement and including the “Eurocurrency Loans” thereunderunder the Existing Term Loan Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 4.4 hereof.

Amendment and Restatement of the Existing Term Loan Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 5.1, the terms and provisions of the Existing Term Loan 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. All “Loans” made and “Obligations” incurred under the Existing Term Loan Agreement which are outstanding on the Agreement Execution Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Term Loan Agreement) to the “Administrative Agent”, the “Loan Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Agreement Execution Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) 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 Term Loan Agreement as are necessary in order that each such Lender’s outstanding Loans hereunder reflect such Lender’s pro rata share of the outstanding aggregate Loans on the Agreement Execution Date, (d) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (as defined in the Existing Term Loan Agreement and including the “Eurocurrency Loans” thereunderunder the Existing Term Loan Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 4.4 hereof.

Amendment and Restatement of the Existing Term Loan Agreement. The parties to this Agreement agree that(a) Effective as of the Restatement Date, upon the satisfaction of the conditions precedent to effectiveness in Section 2 hereof, (i) the execution Existing Term Loan Agreement is hereby amended and delivery restated to read in its entirety as set forth in Exhibit A hereto (the "Restated Loan Agreement," with capitalized terms used but not otherwise defined herein or assigned a meaning herein having the meanings assigned to such terms in the Restated Loan Agreement), and as so amended and restated, is replaced and superseded by each of the parties hereto of terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Restated Loan Agreement and (ii) satisfaction of U.S. Bank National Association, accepts appointment as the conditions Administrative Agent under the Restated Credit Agreement. (b) Except as specifically set forth in Section 5.1herein, the terms amendment and provisions of the Existing Term Loan Agreement restatement contained herein shall not, in any manner, be and hereby are amendedconstrued to constitute payment of, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not or impair, limit, cancel or extinguish, or constitute a novation. All “Loans” made and “Obligations” incurred under novation in respect of, the Existing Term Loan Agreement which are outstanding on the Agreement Execution Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Term Loan Agreement) to of the “Administrative Agent”, the “Loan Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender Borrower evidenced by or any Affiliate of any Lender which are outstanding on the Agreement Execution Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure arising under the Existing Term Loan Agreement as are necessary in order that each such Lender’s outstanding Loans hereunder reflect such Lender’s pro rata share of and the outstanding aggregate Loans on the Agreement Execution Date, (d) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans other Loan Documents (as defined in the Existing Term Loan Agreement). From and after the Restatement Date, all "Loans" (as defined in the Existing Term Loan Agreement) of the Lender outstanding under the Existing Term Loan Agreement immediately prior to the Restatement Date shall continue to be outstanding as "Loans" (as defined in the Restated Loan Agreement) of the Lender under the Restated Loan Agreement, and including the “Eurocurrency Loans” thereunder) and such reallocation described above, in each case on the terms of the Restated Loan Agreement will govern the rights and obligations of the Loan Parties, the Lender and the Administrative Agent with respect thereto. (c) The exhibits and schedules to the Existing Term Loan Agreement are hereby amended and restated in the manner their entirety as set forth in Section 4.4 hereofExhibit A hereto.

Amendment and Restatement of the Existing Term Loan Agreement. The parties to this Agreement agree that(a) Effective as of the Restatement Date, upon the satisfaction of the conditions precedent to effectiveness in Section 2 hereof, (i) the execution Existing Term Loan Agreement is hereby amended and delivery restated to read in its entirety as set forth in Exhibit A hereto (the “Restated Loan Agreement”, with capitalized terms used but not otherwise defined herein or assigned a meaning herein having the meanings assigned to such terms in the Restated Loan Agreement), and as so amended and restated, is replaced and superseded by each of the parties hereto of terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Restated Loan Agreement and (ii) satisfaction Bank of America, N.A. accepts appointment as the conditions Administrative Agent under the Restated Credit Agreement. (b) Except as specifically set forth in Section 5.1herein, the terms amendment and provisions of restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations (as defined in the Existing Term Loan Agreement shall be and hereby are amended, superseded and restated in their entirety Agreement) of the Borrower evidenced by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All “Loans” made and “Obligations” incurred or arising under the Existing Term Loan Agreement which are outstanding on the Agreement Execution Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: Documents (a) all references as defined in the Existing Term Loan Agreement). From and after the Restatement Date, all “Loan DocumentsLoans” (as defined in the Existing Term Loan Agreement) to of the “Administrative Agent”, the “Loan Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Agreement Execution Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) 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 Term Loan Agreement immediately prior to the Restatement Date shall continue to be outstanding as are necessary in order that each such Lender’s outstanding Loans hereunder reflect such Lender’s pro rata share of the outstanding aggregate Loans on the Agreement Execution Date, (d) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans “Loans” (as defined in the Restated Loan Agreement) of the Lender under the Restated Loan Agreement, and the terms of the Restated Loan Agreement will govern the rights and obligations of the Loan Parties, the Lender and the Administrative Agent with respect thereto. (c) The exhibits and schedules to the Existing Term Loan Agreement are hereby amended and including the “Eurocurrency Loans” thereunder) and such reallocation described above, restated in each case on the terms and in the manner their entirety as set forth in Section 4.4 hereofExhibit B hereto.

Amendment and Restatement of the Existing Term Loan Agreement. The parties to this Agreement agree that(a) Effective as of the Restatement Date, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth precedent to effectiveness in Section 5.12 hereof, the terms and provisions of the Existing Term Loan Agreement shall be and is hereby are amended, superseded amended and restated to read in their its entirety as set forth in Exhibit A hereto (the "Restated Loan Agreement"), and as so amended and restated, is replaced and superseded by the terms terms, conditions, agreements, covenants, representations and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All “Loans” made and “Obligations” incurred under the Existing Term Loan Agreement which are outstanding on the Agreement Execution Date shall continue as Obligations under (and shall be governed by the terms of) warranties set forth in this Agreement and the other Restated Loan Documents. Without limiting Agreement. (b) Except as specifically set forth herein, the foregoingamendment and restatement contained herein shall not, upon in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the effectiveness hereof: (a) all references in the “Loan Documents” Obligations (as defined in the Existing Term Loan Agreement) to of the “Administrative Agent”, the “Loan Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender Borrower evidenced by or any Affiliate of any Lender which are outstanding on the Agreement Execution Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure arising under the Existing Term Loan Agreement as are necessary in order that each such Lender’s outstanding Loans hereunder reflect such Lender’s pro rata share of and the outstanding aggregate Loans on the Agreement Execution Date, (d) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans other Loan Documents (as defined in the Existing Term Loan Agreement). From and after the Restatement Date, all "Loans" (as defined in the Existing Term Loan Agreement) of the Lender outstanding under the Existing Term Loan Agreement immediately prior to the Restatement Date shall continue to be outstanding as "Loans" (as defined in the Restated Loan Agreement) of the Lender under the Restated Loan Agreement, and including the “Eurocurrency Loans” thereunder) and such reallocation described above, in each case on the terms of the Restated Loan Agreement will govern the rights and obligations of the Loan Parties, the Lender and the Administrative Agent with respect thereto. (c) The exhibits and the schedules to the Existing Term Loan Agreement are hereby amended and restated in the manner their entirety as set forth in Section 4.4 hereofExhibit A hereto.

Amendment and Restatement of the Existing Term Loan Agreement. The parties to this Agreement agree that(a) Effective as of the Restatement Date, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth precedent to effectiveness in Section 5.12 hereof, the terms and provisions of the Existing Term Loan Agreement shall be and is hereby are amended, superseded amended and restated to read in their its entirety as set forth in Exhibit A hereto (the “Restated Loan Agreement”), and as so amended and restated, is replaced and superseded by the terms terms, conditions, agreements, covenants, representations and provisions of warranties set forth in this Agreement and the Restated Loan Agreement. This Agreement is not intended . (b) Except as specifically set forth herein, the amendment and restatement contained herein shall not, in any manner, be construed to and shall not constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation. All “Loans” made and “Obligations” incurred novation in respect of, the Obligations (as defined in the Existing Term Loan Agreement) of the Borrower evidenced by or arising under the Existing Term Loan Agreement which are outstanding on the Agreement Execution Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: Documents (a) all references as defined in the Existing Term Loan Agreement). From and after the Restatement Date, all “Loan DocumentsLoans” (as defined in the Existing Term Loan Agreement) to of the “Administrative Agent”, the “Loan Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are Lenders outstanding on the Agreement Execution Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) 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 Term Loan Agreement immediately prior to the Restatement Date shall continue to be outstanding as are necessary in order that each such Lender’s outstanding Loans hereunder reflect such Lender’s pro rata share of the outstanding aggregate Loans on the Agreement Execution Date, (d) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans “Loans” (as defined in the Restated Loan Agreement) of the Lenders under the Restated Loan Agreement, and the terms of the Restated Loan Agreement will govern the rights and obligations of the Loan Parties, the Lenders and the Administrative Agent with respect thereto. (c) The exhibits and the schedules to the Existing Term Loan Agreement are hereby amended and including the “Eurocurrency Loans” thereunder) and such reallocation described above, restated in each case on the terms and in the manner their entirety as set forth in Section 4.4 hereofon Exhibit B hereto.