Common use of Restatement of Original Credit Agreement Clause in Contracts

Restatement of Original Credit Agreement. The parties hereto agree that, on the Restatement Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Original Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; (b) all “Obligations” (including, without limitation, all prior loans or advances made to the Borrower by the Lenders) outstanding pursuant to the Original Credit Agreement (and as defined therein) (the “Original Obligations”) shall, to the extent not paid or exchanged for Loans hereunder on the Restatement Date, in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) each Credit Party reaffirms and confirms its obligations under each Credit Document (as defined in the Original Credit Agreement) to which it is a party (including the Foreign Guaranty and all Collateral Documents (as defined in the Original Credit Agreement) and the security interests previously granted thereunder), as amended, supplemented, or otherwise modified or replaced by the Agreement and by any other Credit Document delivered on the Restatement Date continue in full force and effect and extend to all Obligations of each Credit Party under the Credit Documents; (d) the Original Obligations, together with any and all additional Obligations incurred by any Credit Party hereunder or under any other Credit Documents (including for the avoidance of doubt, the Foreign Guaranty), shall continue to be secured by all Liens provided in connection with the Original Credit Agreement as and to the extent provided in, and subject to the terms of, this Agreement (and from and after the Restatement Date, shall be secured by all Liens provided in connection with this Agreement as and to the extent provided for in, and subject to the terms of, this Agreement); (e) all references in the Credit Documents (as defined in the Original Credit Agreement) to the “Credit Agreement” shall be deemed to refer without further amendment to this Agreement; (f) the parties acknowledge and agree that this Agreement and the other Credit Documents do not constitute a novation or termination of the Original Obligations and that all such Original Obligations, including all accrued and unpaid interest thereon and fees with respect thereto, are in all respects continue and are outstanding as Obligations under this Agreement with only the terms being modified from and after the Restatement Date of this Agreement as provided in this Agreement and the other Credit Documents; (g) the Credit Parties acknowledge that this Agreement does not constitute a waiver by any Lender or any Agent of any Default or Event of Default under the Original Credit Agreement and any such Default or Event of Default that exists on the Restatement Date shall continue to exist under this Agreement; and (h) the Borrower and Lenders that are Existing Lenders acknowledge and agree that proceeds of certain Loans funded on the Restatement Date will be applied to repay (or be made in exchange for) Existing Loans of certain Existing Lenders and the Borrower directs the Administrative Agent and the applicable Existing Lenders and Lenders to settle such fundings and repayments on a book entry basis.

Restatement of Original Credit Agreement. The parties hereto agree that, on the Restatement Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (aA) the Original Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; (bB) all “Obligations” Existing Obligations (including, including without limitation, limitation all prior loans or advances made to interest on the Borrower by Existing Obligations accrued through the Lenders) outstanding pursuant to Closing Date and all fees under the Original Credit Agreement (accrued through the Closing Date, which accrued interest and as defined thereinfees shall be payable in accordance with the terms of this Agreement) (the “Original Obligations”) shall, to the extent not paid or exchanged for Loans hereunder outstanding on the Restatement Date, Closing Date shall be in all respects be continuing and shall be deemed to be Obligations outstanding hereunderunder this Agreement, with only the terms being modified from and after the Closing Date as provided in this Agreement and the other Loan Documents; (cC) each Credit Party reaffirms the Loan Documents, as amended or amended and confirms its obligations under each Credit Document restated on the Closing Date, are in all respects continuing and shall remain in full force and effect with respect to all Obligations hereunder and are hereby reaffirmed; (as defined D) the Loan Documents executed in connection with the Original Credit Agreement) to which it is a party (including the Foreign Guaranty Agreement that are not superseded by corresponding Loan Documents executed and all Collateral Documents (as defined delivered in the Original Credit Agreement) connection with this Agreement or terminated in connection with this Agreement shall remain and the security interests previously granted thereunder), as amended, supplemented, or otherwise modified or replaced by the Agreement and by any other Credit Document delivered on the Restatement Date continue in full force and effect and extend each of the Loan Parties hereby acknowledges and reaffirms all of its obligations and undertakings under each of the Loan Documents to all Obligations which it is a party and acknowledges and agrees that subsequent to, and after giving effect to the provisions of this Agreement, each Credit Party under the Credit Documents; (d) the Original Obligations, together with any such Loan Document is and all additional Obligations incurred by any Credit Party hereunder or under any other Credit Documents (including for the avoidance of doubt, the Foreign Guaranty), shall continue to be secured by all Liens provided remain in connection full force and effect in accordance with the Original Credit Agreement terms thereof (if applicable, as and to the extent provided in, and subject to amended by the terms of, this Agreement (and from and after the Restatement Date, shall be secured by all Liens provided in connection with this Agreement as and to the extent provided for in, and subject to the terms of, of this Agreement);; and (eE) all references in the Credit Loan Documents (as defined in the Original Credit other than this Agreement) to the “Original Credit Agreement” Agreement shall be deemed to refer without further amendment to this Agreement; (f) the . The parties acknowledge and agree that this Agreement and the other Credit Loan Documents do not constitute a novation novation, payment and reborrowing or termination of any of the Original Existing Obligations and that all such Original Obligations, including all accrued and unpaid interest thereon and fees with respect thereto, Existing Obligations are in all respects continue continued and are outstanding as Obligations under this Agreement with only the terms being modified from and after the Restatement Date effective date of this Agreement as provided in this Agreement and the other Credit Loan Documents; (g) the Credit Parties acknowledge that this Agreement does not constitute a waiver by any Lender or any Agent of any Default or Event of Default under the Original Credit Agreement and any such Default or Event of Default that exists on the Restatement Date shall continue to exist under this Agreement; and (h) the Borrower and Lenders that are Existing Lenders acknowledge and agree that proceeds of certain Loans funded on the Restatement Date will be applied to repay (or be made in exchange for) Existing Loans of certain Existing Lenders and the Borrower directs the Administrative Agent and the applicable Existing Lenders and Lenders to settle such fundings and repayments on a book entry basis.