Common use of Amendment and Restatement of Existing Credit Agreement Clause in Contracts

Amendment and Restatement of Existing Credit Agreement. Upon satisfaction with each of the conditions set forth in Sections 4.01 and 4.02 (except any condition the performance of which has been waived as a condition to the making of the initial Loans or initial issuance of Letters of Credit pursuant to this Agreement), this Agreement shall be deemed to amend and restate in its entirety the Existing Credit Agreement, at which time each Lender and Borrower hereby agrees that (i) the Total Commitment of each Lender shall be as set forth in the definition of such term in this Agreement, and (ii) the Revolving Credit Loans and Seasonal Revolving Credit Loans outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon, and all accrued and unpaid fees and expenses under the Existing Credit Agreement, shall be extended, renewed, and deemed to be outstanding under and governed by this Agreement; provided, however, that in no event shall the Liens or Guaranty Agreements securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Borrower that the Guaranty Agreements and the Liens on the Collateral granted to secure the obligations of the Borrower and its Subsidiaries in connection with the Existing Credit Agreement and/or the Guaranty Agreements, shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement as amended and restated hereby.

Amendment and Restatement of Existing Credit Agreement. Upon satisfaction with each It is the intent of the conditions set forth in Sections 4.01 Parties, and 4.02 (except the Parties hereby agree, that this Agreement does not constitute a novation, extinguishment or discharge of the indebtedness, liabilities and Obligations existing under the Existing Credit Agreement or evidence or constitute repayment of any condition such indebtedness, liabilities and Obligations, but that this Agreement shall constitute a modification, rearrangement, amendment and restatement of the performance Existing Credit Agreement and re-evidence the Obligations of which has been waived the Borrower, as a condition successor by amalgamation to the making of the initial Loans or initial issuance of Letters of Credit pursuant to this Agreement)Original Borrower, outstanding thereunder. As a consequence, this Agreement shall be deemed to amend replaces and restate supercedes in its entirety the Existing Credit AgreementAgreement as the written evidence of the indebtedness, at which time each Lender liabilities and Borrower hereby agrees that (i) Obligations of the Total Commitment Parties as so modified, rearranged, amended and restated. It is the further intention of each Lender shall be as set forth in the definition of such term in this AgreementParties, and (ii) they do hereby agree, that the Revolving Credit Loans and Seasonal Revolving Credit Loans outstanding under Security securing the Existing Credit Agreement and all accrued and unpaid interest thereon, and all accrued and unpaid fees and expenses under the Existing Credit Agreement, shall be extended, renewed, and deemed to be outstanding under and governed by this Agreement; provided, however, that in no event shall the Liens or Guaranty Agreements securing the Existing Credit Agreement or the obligations Obligations thereunder be deemed affected hereby, it being the intent and agreement of the Borrower that the Guaranty Agreements and the Liens on the Collateral granted to secure the obligations of the Borrower and its Subsidiaries in connection with the Existing Credit Agreement and/or the Guaranty Agreements, shall not be extinguished impaired or released hereby but shall continue to exist and shall remain validvalid and in full force and effect as security (i) for this Agreement and all indebtedness, binding liabilities and enforceable securing Obligations hereunder; (ii) the obligations under Operating Obligations; and (iii) the Existing Credit Agreement as amended and restated herebyLender Risk Management Obligations.

Amendment and Restatement of Existing Credit Agreement. Upon satisfaction with each of the conditions set forth in Sections 4.01 This Agreement amends and 4.02 (except any condition the performance of which has been waived as a condition to the making of the initial Loans or initial issuance of Letters of Credit pursuant to this Agreement), this Agreement shall be deemed to amend and restate restates in its entirety the Existing Credit Agreement. On the Closing Date, at which time the Applicable Tranche Lenders shall severally purchase from each Lender other and Borrower hereby agrees that from any Applicable Tranche Lenders (i) the Total Commitment of each Lender shall be as set forth defined in the definition Existing Credit Agreement) that are not Lenders hereunder (the “Non-Continuing Lenders”), the Commitments under the applicable Tranche of such term in this Agreement, and (ii) the Revolving Credit Loans and Seasonal Revolving Credit Loans outstanding Non-Continuing Lenders under the Existing Credit Agreement so that, after giving effect to such purchase and all accrued to any Loans made on the Closing Date, the Commitments and unpaid interest thereonthe principal indebtedness owing under the applicable Tranche under this Agreement and participations in the Letters of Credit under the applicable Tranche are held by the Applicable Tranche Lenders in accordance with their respective Applicable Tranche Percentages, and all accrued and unpaid fees and expenses under the Existing Credit Agreement, Non-Continuing Lenders shall be extended, renewed, and deemed cease to be outstanding under and governed by this Agreement; provided, however, that in no event shall the Liens or Guaranty Agreements securing a party to the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Borrower that the Guaranty Agreements and the Liens on the Collateral granted to secure the obligations of the Borrower and its Subsidiaries in connection with the Existing Credit Agreement and/or the Guaranty Agreements, shall not be extinguished parties to this Agreement. Such purchases shall have been deemed to have been automatically made hereunder without the necessity of the execution and delivery of any assignment documentation, on an as-is, where-is basis by the Non-Continuing Lenders and any Non-Continuing Lender shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement as amended and restated herebybe deemed to be a third party beneficiary of this Section 14.28.

Amendment and Restatement of Existing Credit Agreement. Upon satisfaction with each The parties hereto agree that, on the Closing Date: (i) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension, and modification of the conditions set forth “Obligations” (as defined in Sections 4.01 and 4.02 (except any condition the performance of which has been waived as a condition to the making of the initial Loans or initial issuance of Letters of Credit pursuant to this Agreement), this Agreement shall be deemed to amend and restate in its entirety the Existing Credit Agreement, at which time each Lender and Borrower hereby agrees that (i) the Total Commitment of each Lender shall be as set forth in the definition of such term in this Agreement, and ); (ii) the Revolving Credit Loans this Agreement is intended to, and Seasonal Revolving Credit Loans outstanding under does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement and all accrued and unpaid interest thereonin its entirety; (iii) the Promissory Notes (to the extent requested by any Lender) executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and all accrued supersede in their entirety (but do not extinguish the Debt arising under) the promissory notes issued pursuant to the Existing Credit Agreement; (iv) the entering into and unpaid fees performance of their respective obligations under the Loan Documents and expenses the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the indebtedness under the Existing Credit Agreement, all of which indebtedness shall be extended, renewed, and deemed to be outstanding continue under and be governed by this Agreement; provided, however, that in no event shall the Liens or Guaranty Agreements securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Borrower that the Guaranty Agreements and the Liens on other Loan Documents, except as expressly provided otherwise herein. After the Collateral granted Closing Date, promissory notes, if any, issued to secure the obligations of the Borrower and its Subsidiaries in connection with the Existing Credit Agreement and/or the Guaranty Agreements, shall not be extinguished and shall remain valid, binding and enforceable securing the obligations such Lender under the Existing Credit Agreement as shall be deemed to be, without any further action of the parties, amended and restated herebyto reflect the terms of this Agreement.

Amendment and Restatement of Existing Credit Agreement. Upon satisfaction with of each of the conditions set forth in Sections 4.01 and 4.02 (except any condition the performance of which has been waived as a condition to the making of the initial Loans or initial issuance of Letters of Credit pursuant to this Agreement)4.02, this Agreement shall be deemed to amend and restate in its entirety the Existing Credit AgreementAgreement in its entirety, at which time each Lender the Borrower, the Administrative Agent and Borrower the Lenders hereby agrees agree that (ia) the Total Commitment loans and letters of each Lender shall be as set forth in the definition of such term in this Agreement, and (ii) the Revolving Credit Loans and Seasonal Revolving Credit Loans credit outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon, and all accrued and unpaid fees and expenses under the Existing Credit Agreement, shall be extended, renewed, extended and deemed to be outstanding under renewed (but not extinguished or novated) by the Borrower and governed by this Agreement; provided, however, that (b) in no event shall the Liens or Guaranty Agreements securing the Existing Credit Agreement or the obligations thereunder be deemed affected herebythereby (other than (x) Liens on “Excluded Collateral” as such term is defined in the Collateral Documents and (y) Liens on mortgaged real property securing the Existing Credit Agreement [which mortgages are being released simultaneously with the effectiveness of this Agreement]), it being the intent and agreement of the Borrower Loan Parties that the Guaranty Agreements and the Liens on the Collateral granted to secure the obligations of the Borrower and its Subsidiaries Loan Parties in connection with the Existing Credit Agreement and/or the Guaranty Agreements, shall not be extinguished and shall remain valid, binding and enforceable Liens securing the all debt, liabilities and other obligations under the Existing Credit Agreement Agreement, as amended and restated hereby.

Amendment and Restatement of Existing Credit Agreement. Upon satisfaction with each of the conditions set forth in Sections 4.01 and 4.02 (except any condition the performance of which has been waived as a condition Section 4.1 on or prior to the making of the initial Loans or initial issuance of Letters of Credit pursuant to this Agreement)Closing Date, this Agreement shall be deemed to amend and restate in its entirety the Existing Credit AgreementAgreement in its entirety. On the Closing Date, at which time each Lender the rights and Borrower hereby agrees that (i) obligations of the Total Commitment of each Lender shall be as set forth in the definition of such term in this Agreement, and (ii) the Revolving Credit Loans and Seasonal Revolving Credit Loans outstanding parties under the Existing Credit Agreement and all accrued and unpaid interest thereon, and all accrued and unpaid fees and expenses under the Existing Credit Agreement, shall be extended, renewed, subsumed within and deemed to be outstanding under and governed by this Agreement; provided, however, that each of the “Loans” (as such term is defined in no event shall the Liens or Guaranty Agreements securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Borrower that the Guaranty Agreements and the Liens on the Collateral granted to secure the obligations of the Borrower and its Subsidiaries in connection with the Existing Credit Agreement and/or the Guaranty Agreements, shall not be extinguished and shall remain valid, binding and enforceable securing the obligations Agreement) outstanding under the Existing Credit Agreement on the Closing Date shall, for purposes of this Agreement, be included as amended Loans hereunder and restated each of the Existing Letters of Credit outstanding under the Existing Credit Agreement on the Closing Date shall be Letters of Credit hereunder. This Agreement shall constitute a continuation of all “Obligations” under and as defined in the Existing Credit Agreement and not a novation thereof. All liens and security interests created and granted by the Loan Parties under the Collateral Documents to secure the “Obligations” under and as defined in the Existing Credit Agreement shall continue to exist, remain valid and subsisting, shall not be impaired or released hereby, shall remain in full force and effect and are hereby affirmed, renewed, extended, carried forward and conveyed as security for the Obligations. Each Guarantor acknowledges and agrees that the obligations of such Guarantor under the Guaranty shall continue thereunder, and shall not be diminished, extinguished or limited in any manner as a result of the amendment and restatement of the Existing Credit Agreement. Each Guarantor hereby reaffirms and ratifies its obligations under the Guaranty.

Amendment and Restatement of Existing Credit Agreement. Upon satisfaction with of each of the conditions set forth in Sections 4.01 and 4.02 (except any condition the performance of which has been waived as a condition to the making of the initial Loans or initial issuance of Letters of Credit pursuant to this Agreement)4.02, this Agreement shall be 162 deemed to amend and restate in its entirety the Existing Credit AgreementAgreement in its entirety, at which time each Lender the Borrower, the Administrative Agent and Borrower the Lenders hereby agrees agree that (ia) the Total Commitment loans and letters of each Lender shall be as set forth in the definition of such term in this Agreement, and (ii) the Revolving Credit Loans and Seasonal Revolving Credit Loans credit outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon, and all accrued and unpaid fees and expenses under the Existing Credit Agreement, shall be extended, renewed, extended and deemed to be outstanding under renewed (but not extinguished or novated) by the Borrower and governed by this Agreement; provided, however, that (b) in no event shall the Liens or Guaranty Agreements securing the Existing Credit Agreement or the obligations thereunder be deemed affected herebythereby (other than (x) Liens on “Excluded Collateral” as such term is defined in the Collateral Documents and (y) Liens on mortgaged real property securing the Existing Credit Agreement [which mortgages are being released simultaneously with the effectiveness of this Agreement]), it being the intent and agreement of the Borrower Loan Parties that the Guaranty Agreements and the Liens on the Collateral granted to secure the obligations of the Borrower and its Subsidiaries Loan Parties in connection with the Existing Credit Agreement and/or the Guaranty Agreements, shall not be extinguished and shall remain valid, binding and enforceable Liens securing the all debt, liabilities and other obligations under the Existing Credit Agreement Agreement, as amended and restated hereby.

Amendment and Restatement of Existing Credit Agreement. Upon satisfaction with of each of the conditions set forth in Sections 4.01 and 4.02 (except any condition the performance of which has been waived as a condition to the making of the initial Loans or initial issuance of Letters of Credit pursuant to this Agreement)4.02, this Agreement shall be deemed to amend and restate in its entirety the Existing Credit AgreementAgreement in its entirety, at which time each Lender the Borrower, the Administrative Agent and Borrower the Lenders hereby agrees agree that (ia) the Total Commitment loans and letters of each Lender shall be as set forth in the definition of such term in this Agreement, and (ii) the Revolving Credit Loans and Seasonal Revolving Credit Loans credit outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon, and all accrued and unpaid fees and expenses under the Existing Credit Agreement, shall be extended, renewed, extended and deemed to be outstanding under renewed (but not extinguished or novated) by the Borrower and governed by this Agreement; provided, however, that (b) in no event shall the Liens or Guaranty Agreements securing the Existing Credit Agreement or the obligations thereunder be deemed affected herebythereby (other than (x) Liens on “Excluded Collateral” as such term is defined in the Collateral Documents and (y) Liens on all mortgaged real property securing the Existing Credit Agreement [which mortgages are being released simultaneously with the effectiveness of this Agreement]), it being the intent and agreement of the Borrower Loan Parties that the Guaranty Agreements and the Liens on the Collateral granted to secure the obligations of the Borrower and its Subsidiaries Loan Parties in connection with the Existing Credit Agreement and/or the Guaranty Agreements, shall not be extinguished and shall remain valid, binding and enforceable Liens securing the all debt, liabilities and other obligations under the Existing Credit Agreement Agreement, as amended and restated hereby.