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

Amendment and Restatement of the Original Credit 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set forth in Section 6.1., the terms and provisions of the Original Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement.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. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan 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) 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 losses, costs and expenses, if any, incurred by such Lender in connection with the sale and assignment of any Daily SOFR Loans and Term SOFR Loans and such reallocation described above, in each case on the terms and in the manner set forth in Section 5.4. hereof, (e) the “Term Loans” under and as defined in the Original Credit Agreement of each applicable Departing Lender shall be repaid in full (provided that any accrued and unpaid interest and fees thereon shall be paid to such Departing Lender concurrently with payment of such interest and fees to the other applicable Lenders) and each applicable Departing Lender shall not be a Lender hereunder.

Amendment and Restatement of the Original Credit Agreement. 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 and 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 obligations owing (whether or not due) to the Exiting Lenders. 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 6.1.§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 or termination of the “Obligations” (as defined in the Original Credit Agreement). All “Loans” made, made and “Obligations” incurred under (and as defined in) the Original Credit Agreement which are outstanding on the Agreement Date Closing Date, if any, shall continue as as, and shall constitute, Loans and 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 Original Credit Agreement) to the “Administrative Agent” or the “Credit Agreement”, as applicable, and the “Loan DocumentsObligations” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (b) 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 losses, costs and expenses, if any, incurred by such Lender in connection with the sale and assignment of any Daily SOFR Loans and Term SOFR Loans and such reallocation described above, in each case on the terms and in the manner set forth in Section 5.4. hereof, (e) the “Term Loans” under and as defined in the Original Credit Agreement of each applicable Departing Lender shall be repaid in full (provided that any accrued and unpaid interest and fees thereon shall be paid to such Departing Lender concurrently with payment of such interest and fees to the other applicable Lenders) and each applicable Departing Lender shall not be a Lender hereunder.

Amendment and Restatement of the Original Credit Agreement. The parties to this Agreement hereto acknowledge and 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 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 ofa) this Agreement and the other Loan Documents. Without limiting the foregoingDocuments executed and delivered in connection herewith do not constitute a novation, upon the effectiveness hereof: (a) all references in payment and reborrowing, or termination of the “Loan DocumentsObligations” (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) all obligations constituting such “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 losses, costs and expenses, if any, incurred by such Lender in connection respects continuing with the sale and assignment of any Daily SOFR Loans and Term SOFR Loans and such reallocation described above, in each case on only the terms thereof being amended and modified as provided in the manner set forth in Section 5.4. hereof, this Agreement; and (ec) the “Term LoansLiens” under and granted in the “Collateral” (each as defined in the Original Credit Agreement of each applicable Departing Lender shall be repaid in full (provided that any accrued and/or the Guaranty and unpaid interest and fees thereon shall be paid Security Agreement, as applicable) pursuant to such Departing Lender concurrently with the Original Credit Agreement securing payment of such interest “Obligations” are in all respects continuing and fees 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 applicable 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 applicable Departing Lender reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall not mean and be a Lender hereunderreference to this Agreement.

Amendment and Restatement of the Original Credit Agreement. The parties to this Agreement hereto acknowledge and 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 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 ofa) this Agreement and the other Loan Documents. Without limiting the foregoingDocuments executed and delivered in connection herewith do not constitute a novation, upon the effectiveness hereof: (a) all references in payment and reborrowing, or termination of the “Loan DocumentsObligations” (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) all obligations constituting such “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 losses, costs and expenses, if any, incurred by such Lender in connection respects continuing with the sale and assignment of any Daily SOFR Loans and Term SOFR Loans and such reallocation described above, in each case on only the terms thereof being amended and modified as provided in the manner set forth in Section 5.4. hereof, this Agreement; and (ec) the “Term LoansLiens” under and granted in the “Collateral” (each as defined in the Original Credit Agreement of each applicable Departing Lender shall be repaid in full (provided that any accrued and/or the Guaranty and unpaid interest and fees thereon shall be paid Security Agreement, as applicable) pursuant to such Departing Lender concurrently with the Original Credit Agreement securing payment of such interest “Obligations” are in all respects continuing and fees 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 applicable 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 applicable Departing Lender reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall not mean and be a Lender hereunderreference to this Agreement.