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

Amendment and Restatement of the Original Credit Agreement. The parties hereto acknowledge and agree that: (a) this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Original Credit Agreement); (b) such “Obligations” under the Original Credit Agreement are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; and (c) the “Liens” granted in the “Collateral” (each as defined in the Original Credit Agreement and/or the Guaranty and Security Agreement, as applicable) pursuant to the Original Credit Agreement securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed. Without limitation of the foregoing, Borrowers and Parent hereby fully and unconditionally ratify and affirm all of the Loan Documents, as amended, and agree that all security interests and other Liens granted to Agent for the benefit of itself and the other Lenders in the collateral thereunder with respect to the Loans shall from and after the date hereof secure all Obligations hereunder in favor of Agent for the benefit of itself and the other Lenders. For the avoidance of doubt, all other Obligations (as defined in the Original Credit Agreement) remain unaffected except to the extent specifically set forth therein, and the Original Credit Agreement and related Loan Documents remain in full force and effect in all respects. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of Borrowers and/or Parent, as applicable, in the Original Credit Agreement, Borrowers and Parent acknowledge and agree that any choses in action or other rights created in favor of Agent for the benefit of itself and the other Lenders (and their successors and assigns) arising out of the representations and warranties of Borrowers and/or Parent, as applicable, contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement shall survive the execution and delivery of this Agreement in favor of Agent for the benefit of itself and the other Lenders. All indemnification obligations of Borrowers and Parent pursuant to the Original Credit Agreement shall survive the amendment and restatement of the Original Credit Agreement pursuant to this Agreement. On and after the Closing Date, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall mean and be a reference to this Agreement.

Amendment and Restatement of the Original Credit Agreement. The parties hereto acknowledge and agree that: (a) this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Original Credit Agreement); (b) such “Obligations” under the Original Credit Agreement are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; and (c) the “Liens” granted in the “Collateral” (each as defined in the Original Credit Agreement and/or the Guaranty and Security Agreement, as applicable) pursuant to the Original Credit Agreement securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed. Without limitation of the foregoing, Borrowers and Parent hereby fully and unconditionally ratify and affirm all of the Loan Documents, as amended, and agree that all security interests and other Liens granted to Agent for the benefit of itself and the other Lenders in the collateral thereunder with respect to the Loans shall from and after the date hereof secure all Obligations hereunder in favor of the Agent for the benefit of itself and the other Lenders. For the avoidance of doubt, all other Obligations (as defined in the Original Credit Agreement) remain unaffected except to the extent specifically set forth therein, and the Original Credit Agreement and related Loan Documents remain in full force and effect in all respects. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of Borrowers and/or Parent, as applicable, in the Original Credit Agreement, Borrowers and Parent acknowledge and agree that any choses in action or other rights created in favor of Agent for the benefit of itself and the other Lenders (and their successors and assigns) arising out of the representations and warranties of Borrowers and/or Parent, as applicable, contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement shall survive the execution and delivery of this Agreement in favor of the Agent for the benefit of itself and the other Lenders. All indemnification obligations of Borrowers and Parent pursuant to the Original Credit Agreement shall survive the amendment and restatement of the Original Credit Agreement pursuant to this Agreement. On and after the Closing Date, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall mean and be a reference to this Agreement.

Amendment and Restatement of the Original Credit Agreement. The parties hereto acknowledge and to this Agreement agree that: , upon (ai) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 6.1., the terms and provisions of the Original 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. All “Loans” made, “Obligations” incurred under (and as defined in) the Original Credit Agreement which are outstanding on the Agreement Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents executed and delivered Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “ObligationsLoan Documents” (as defined in the Original Credit Agreement); ) to the “Administrative Agent” or the “Credit Agreement”, as applicable, and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (b) such all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Agreement 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 Original Credit Agreement as are necessary in order that each such Lender’s outstanding Loans hereunder reflect such Xxxxxx’s pro rata share of the outstanding aggregate Loans on the Agreement Date, (d) the Borrower hereby agrees to compensate each Lender for any and all respects continuing losses, costs and expenses, if any, incurred by such Lender in connection with only the sale and assignment of any Daily SOFR Loans and Term SOFR Loans and such reallocation described above, in each case on the terms thereof being amended and modified as provided in this Agreement; and the manner set forth in Section 5.4. hereof, (ce) the “LiensTerm Loans” granted in the “Collateral” (each under and as defined in the Original Credit Agreement and/or the Guaranty of each applicable Departing Lender shall be repaid in full (provided that any accrued and Security Agreement, as applicable) pursuant unpaid interest and fees thereon shall be paid to the Original Credit Agreement securing such Departing Lender concurrently with payment of such “Obligations” are in all respects continuing interest and in full force and effect and secure fees to the payment of the Obligations (as defined in this Agreementother applicable Lenders) and are hereby fully ratified and affirmed. Without limitation of the foregoing, Borrowers and Parent hereby fully and unconditionally ratify and affirm all of the Loan Documents, as amended, and agree that all security interests and other Liens granted to Agent for the benefit of itself and the other Lenders in the collateral thereunder with respect to the Loans each applicable Departing Lender shall from and after the date hereof secure all Obligations hereunder in favor of Agent for the benefit of itself and the other Lenders. For the avoidance of doubt, all other Obligations (as defined in the Original Credit Agreement) remain unaffected except to the extent specifically set forth therein, and the Original Credit Agreement and related Loan Documents remain in full force and effect in all respects. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of Borrowers and/or Parent, as applicable, in the Original Credit Agreement, Borrowers and Parent acknowledge and agree that any choses in action or other rights created in favor of Agent for the benefit of itself and the other Lenders (and their successors and assigns) arising out of the representations and warranties of Borrowers and/or Parent, as applicable, contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement shall survive the execution and delivery of this Agreement in favor of Agent for the benefit of itself and the other Lenders. All indemnification obligations of Borrowers and Parent pursuant to the Original Credit Agreement shall survive the amendment and restatement of the Original Credit Agreement pursuant to this Agreement. On and after the Closing Date, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall mean and not be a reference to this AgreementLender hereunder.

Amendment and Restatement of the Original Credit Agreement. The parties On the Closing Date, the commitment of each lender that is a party to the Original Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding obligations owing to the Exiting Lenders will be repaid in full and each Exiting Lender will cease to be a Lender under the Existing Credit Agreement and will not be a Lender under this Agreement. As of the Closing Date, the remaining “Lenders” under (and as defined in) the Original Credit Agreement shall be Lenders under this Agreement with Commitments as set forth on Schedule 1.1 hereto acknowledge and agree that: (a) by its execution and delivery of this Agreement, each such Lender hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of commitments occurring on the Closing Date as a result of the termination of the commitments of the Exiting Lenders, and the concurrent repayment in full of all loans and other Loan Documents executed obligations owing (whether or not due) to the Exiting Lenders. The parties to this Agreement agree that, upon (i) the execution and delivered delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in connection herewith do §10, the terms and provisions of the Original 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, payment and reborrowing, reborrowing or termination of the “Obligations” (as defined in the Original Credit Agreement); (b) such . All “Loans” made and “Obligations” incurred under the Original Credit Agreement which are in all respects continuing with only outstanding on the Closing Date, if any, shall continue as, and shall constitute, Loans and Obligations under (and shall be governed by the terms thereof being amended of) this Agreement and modified as provided in this Agreement; and (c) the “Liens” granted other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof, all references in the “Collateral” (each as defined in the Original Credit Agreement and/or the Guaranty and Security Agreement, as applicable) pursuant to the Original Credit Agreement securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed. Without limitation of the foregoing, Borrowers and Parent hereby fully and unconditionally ratify and affirm all of the Loan Documents, as amended, and agree that all security interests and other Liens granted to Agent for the benefit of itself and the other Lenders in the collateral thereunder with respect to the Loans shall from and after the date hereof secure all Obligations hereunder in favor of Agent for the benefit of itself and the other Lenders. For the avoidance of doubt, all other Obligations ” (as defined in the Original Credit Agreement) remain unaffected except to the extent specifically set forth therein, and the Original Credit Agreement and related Loan Documents remain in full force and effect in all respects. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of Borrowers and/or Parent, as applicable, in the Original Credit Agreement, Borrowers and Parent acknowledge and agree that any choses in action or other rights created in favor of Agent for the benefit of itself and the other Lenders (and their successors and assigns) arising out of the representations and warranties of Borrowers and/or Parent, as applicable, contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement shall survive the execution and delivery of this Agreement in favor of Agent for the benefit of itself and the other Lenders. All indemnification obligations of Borrowers and Parent pursuant to the Original Credit Agreement shall survive the amendment and restatement of the Original Credit Agreement pursuant to this Agreement. On and after the Closing Date, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereofObligations” or similar words referring shall be deemed to refer to the Credit Agreement shall mean and be a reference to this AgreementObligations hereunder.