Common use of Outstanding Obligations under Existing Loan Agreement Clause in Contracts

Outstanding Obligations under Existing Loan Agreement. Borrower, each Guarantor, Agent and the Lenders acknowledge and agree that under the Existing Loan Agreement, the aggregate principal balance of all “Revolving Loans” (as defined in the Existing Loan Agreement) immediately prior to the Closing Date (the “Existing Principal Obligations”) is $285,000,000. Borrower and each Guarantor acknowledge and agree that all “Obligations” (as defined in the Existing Loan Agreement) outstanding immediately prior to the Closing Date (including all Existing Principal Obligations) (collectively, the “Existing Obligations”) constitute valid and binding obligations of Borrower and Guarantors without offset, counterclaim, defense or recoupment of any kind. Borrower, each Guarantor, Agent and Lenders hereto acknowledge and agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Loan Agreement shall be amended and restated in its entirety in the form of this Agreement, (b) all Existing Obligations which remain unpaid and outstanding as of the Closing Date shall be in all respects continuing and remain outstanding and payable under this Agreement and the other Loan Documents, with only the terms being modified from and after the Closing Date as provided in this Agreement and the other Loan Documents, (c) the Loan Documents, including the Liens and security interests created thereunder in favor of Agent, for the benefit of the Secured Parties, as security for the Existing Obligations, as reaffirmed, amended or amended and restated on the Closing Date, and the guarantees of the Existing Obligations, as reaffirmed, amended or amended and restated on the Closing Date, as the case may be, are in all respects continuing and shall remain in full force and effect with respect to all Obligations hereunder and are hereby reaffirmed, (d) notwithstanding anything in Section 2.3 to the contrary, all outstanding “Letters of Credit” under and as defined in the Existing Loan Agreement will constitute Letters of Credit under this Agreement and (e) all references in the Loan Documents (other than this Agreement and any Loan Document amended and restated on the Closing Date) to the Existing Loan Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto acknowledge and agree that this Agreement and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the Existing Obligations and that all such Existing Obligations and the Liens securing them are in all respects continued and outstanding as Obligations under this Agreement and the other Loan Documents with only the terms being modified from and after the effective date of this Agreement as provided in this Agreement and the other Loan Documents.

Outstanding Obligations under Existing Loan Agreement. Borrower, each Guarantor, Agent and the Lenders acknowledge and agree that under the Existing Loan Agreement, the aggregate principal balance of all “Revolving Loans” (as defined in the Existing Loan Agreement) immediately prior to the Closing Date (the “Existing Principal Obligations”) is $285,000,000430,000,000. Borrower and each Guarantor acknowledge and agree that all “Obligations” (as defined in the Existing Loan Agreement) outstanding immediately prior to the Closing Date (including all Existing Principal Obligations) (collectively, the “Existing Obligations”) constitute valid and binding obligations of Borrower and Guarantors without offset, counterclaim, defense or recoupment of any kind. Borrower, each Guarantor, Agent and Lenders hereto acknowledge and agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Loan Agreement shall be amended and restated in its entirety in the form of this Agreement, (b) all Existing Obligations which remain unpaid and outstanding as of the Closing Date shall be in all respects continuing and remain outstanding and payable under this Agreement and the other Loan Documents, with only the terms being modified from and after the Closing Date as provided in this Agreement and the other Loan Documents, (c) the Loan Documents, including the Liens and security interests created thereunder in favor of Agent, for the benefit of the Secured Parties, as security for the Existing Obligations, as reaffirmed, amended or amended and restated on the Closing Date, and the guarantees of the Existing Obligations, as reaffirmed, amended or amended and restated on the Closing Date, as the case may be, are in all respects continuing and shall remain in full force and effect with respect to all Obligations hereunder and are hereby reaffirmed, (d) notwithstanding anything in Section 2.3 to the contrary, all outstanding “Letters of Credit” under and as defined in the Existing Loan Agreement will constitute Letters of Credit under this Agreement and (e) all references in the Loan Documents (other than this Agreement and any Loan Document amended and restated on the Closing Date) to the Existing Loan Agreement shall be deemed to refer without further amendment to this Agreement. Simultaneously with the effectiveness of this Agreement, the Commitments of Deutsche Bank Trust Company Americas (“DBTC”) are hereby irrevocably sold and assigned to Deutsche Bank AG New York Branch (“DBNY”) pursuant to the terms of an Assignment and Acceptance attached as Exhibit C hereto as if each such Person had executed an Assignment and Acceptance with respect to such assignment (such assignment, the “DB Assignment”), and DBTC shall cease to be a Lender hereunder. Each of DBTC and DBNY shall make adjustments among themselves, and payments to each as needed, with respect to amounts of principal, interest, fees and other amounts paid or payable thereto as shall be necessary, in the opinion of the Agent, in order to effect such assignment. In connection with such assignment and for purposes of such assignment only, the Agent waives the processing and recordation fee under Section 13.3.2 hereof. The Commitments of the Lenders reflected on Schedule 1.1 hereto reflect the Commitments of DBNY and DBTC after giving effect to the DB Assignment. The parties hereto acknowledge and agree that this Agreement and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the Existing Obligations and that all such Existing Obligations and the Liens securing them are in all respects continued and outstanding as Obligations under this Agreement and the other Loan Documents with only the terms being modified from and after the effective date of this Agreement as provided in this Agreement and the other Loan Documents.

Outstanding Obligations under Existing Loan Agreement. BorrowerBorrowers, each Guarantor, Agent and the Lenders acknowledge and agree that under the Existing Loan Credit Agreement, the aggregate principal balance of all “Revolving Revolver Loans” (as defined in the Existing Loan Agreement) immediately prior to the Closing Date (the “Existing Principal Obligations”) is $285,000,0000. Borrower Borrowers and each Guarantor acknowledge and agree that all “Obligations” (as defined in the Existing Loan Agreement) outstanding immediately prior to the Closing Date (including all Existing Principal Obligations) (collectively, the “Existing Obligations”) constitute valid and binding obligations of Borrower Borrowers and Guarantors without offset, counterclaim, defense or recoupment of any kind. BorrowerBorrowers, each Guarantor, Agent and Lenders hereto hereby acknowledge and agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Loan Credit Agreement shall be amended and restated in its entirety in the form of this Agreement, (b) all Existing Obligations which remain unpaid and outstanding as of the Closing Date shall be in all respects continuing and remain outstanding and payable under this Agreement and the other Loan Credit Documents, with only the terms being modified from and after the Closing Date as provided in this Agreement and the other Loan Credit Documents, (c) the Loan Credit Documents, including the Liens and security interests created thereunder in favor of Agent, for the benefit of the Secured Parties, as security for the Existing Obligations, as reaffirmed, amended or amended and restated on the Closing Date, and the guarantees of the Existing Obligations, as reaffirmed, amended or amended and restated on the Closing Date, as the case may be, are in all respects continuing and shall remain in full force and effect with respect to all Obligations hereunder and are hereby reaffirmed, (d) notwithstanding anything in Section 2.3 to the contrary, all outstanding “Letters of Credit” under and as defined in the Existing Loan Agreement will constitute Letters of Credit under this Agreement and (e) all references in the Loan Credit Documents (other than this Agreement and any Loan Document amended and restated on the Closing Date) to the Existing Loan Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto acknowledge and agree that this Agreement and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the Existing Obligations and that all such Existing Obligations and the Liens securing them are in all respects continued and outstanding as Obligations under this Agreement and the other Loan Documents with only the terms being modified from and after the effective date of this Agreement as provided in this Agreement and the other Loan DocumentsClosing.

Outstanding Obligations under Existing Loan Agreement. BorrowerBorrowers, each Guarantor, Agent and the Lenders acknowledge and agree that under the Existing Loan Credit Agreement, the aggregate principal balance of all “Revolving Revolver Loans” (as defined in the Existing Loan Agreement) immediately prior to the Closing Date (the “Existing Principal Obligations”) is $285,000,0000. Borrower Borrowers and each Guarantor acknowledge and agree that all “Obligations” (as defined in the Existing Loan Agreement) outstanding immediately prior to the Closing Date (including all Existing Principal Obligations) (collectively, the “Existing Obligations”) constitute valid and binding obligations of Borrower Borrowers and Guarantors without offset, counterclaim, defense or recoupment of any kind. BorrowerBorrowers, each Guarantor, Agent and Lenders hereto hereby acknowledge and agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Loan Credit Agreement shall be amended and restated in its entirety in the form of this Agreement, (b) all Existing Obligations which remain unpaid and outstanding as of the Closing Date shall be in all respects continuing and remain outstanding and payable under this Agreement and the other Loan Credit Documents, with only the terms being modified from and after the Closing Date as provided in this Agreement and the other Loan Credit Documents, (c) the Loan Credit Documents, including the Liens and security interests created thereunder in favor of Agent, for the benefit of the Secured Parties, as security for the Existing Obligations, as reaffirmed, amended or amended and restated on the Closing Date, and the guarantees of the Existing Obligations, as reaffirmed, amended or amended and restated on the Closing Date, as the case may be, are in all respects continuing and shall remain in full force and effect with respect to all Obligations hereunder and are hereby reaffirmed, (d) notwithstanding anything in Section 2.3 to the contrary, all outstanding “Letters of Credit” under and as defined in the Existing Loan Agreement will constitute Letters of Credit under this Agreement and (e) all references in the Loan Credit Documents (other than this Agreement and any Loan Document amended and restated on the Closing Date) to the Existing Loan Agreement shall be deemed to refer without further amendment to this AgreementClosing. The parties hereto acknowledge and agree that this Agreement and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the Existing Obligations and that all such Existing Obligations and the Liens securing them are in all respects continued and outstanding as Obligations under this Agreement and the other Loan Documents with only the terms being modified from and after the effective date of this Agreement as provided in this Agreement and the other Loan Documents.THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 57