Consequences of Closing Date Clause Samples

Consequences of Closing Date. Upon the satisfaction of the conditions referenced in Section 3.1, (i) the Existing Syndicated Facility Agreement shall be automatically amended and restated to read in its entirety as set forth in this Agreement (with the Existing Letters of Credit being ratified and continued); provided that the rights and obligations of the parties hereto with respect to periods prior to the Closing Date shall be governed by the Existing Syndicated Facility Agreement and that except as amended and restated by the parties on or after the Closing Date, the Existing Syndicated Facility Agreement continues to operate and shall remain in full force and effect in accordance with its terms, (ii) all Liens securing obligations under the Existing Syndicated Facility Agreement shall be automatically continued and shall secure the Obligations under this Agreement (except that all Mortgages (as defined in the Existing Syndicated Facility Agreement) on Real Property, but not as-extracted collateral filings, securing the Obligations under (and as defined in) the Existing Syndicated Facility Agreement shall be released as security for the Obligations automatically upon the Closing Date) and (iii) each Lender agrees that the “Revolver Commitments” under (and as defined in) the Existing Syndicated Facility Agreement shall be reallocated among the Lenders (including as to risk participations in respect of Existing Letters of Credit and Swing Loans) such that the Revolver Commitments of the Lenders under this Agreement are as set forth on Schedule C-1 hereto and Agent may make such adjustments as it deems necessary in order to effectuate such reallocation among the Lenders. Borrowers hereby agree to compensate each Departing Lender for any and all losses, costs, and expenses incurred by such Lender in connection with any sale or assignment of LIBOR Rate Loans necessary to effect the reallocation heretofore described on terms and in the manner set forth in Section 2.13(b) of the Existing Syndicated Facility Agreement. Upon the Closing Date, automatically and without further action by any party hereto, (i) the Revolver Commitment of any Departing Lender shall be terminated, (ii) each Departing Lender will cease to be a Lender party to this Agreement and (iii) all outstanding Loans and accrued interest, fees and other amounts payable under the Existing Syndicated Facility Agreement for the account of such Departing Lender shall be due and payable on the Closing Date. Nothing contained in thi...