Common use of Restatement Clause in Contracts

Restatement. (a) Except as otherwise stated in Section 10.2 hereof and this Section 10.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements, except that nothing herein or in the other Financing ------ Agreements shall impair or adversely affect the continuation of the liability of Borrower or Guarantor for the Obligations heretofore incurred during the Chapter 11 Cases (as predecessors to Borrower and Guarantor) and the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrower and Guarantor (including during the Chapter 11 Cases), as predecessors to Borrower or Guarantor or otherwise, to Lender, which on and after the date hereof shall be deemed to have been granted to Collateral Agent. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrower or Guarantor evidenced by or arising under the Existing Agreements, and the liens and security interests of Lender securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Collateral Agent for the benefit of Lender.

Restatement. (a) Except as otherwise stated in Section 10.2 14.2 hereof and this Section 10.414.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements listed in Section A of the Schedule 1.64 are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements, except that nothing herein or in the other Financing ------ Agreements shall impair or adversely affect the continuation of the liability of Borrower or Guarantor for the Obligations heretofore incurred during the Chapter 11 Cases Case (as predecessors to Borrower and GuarantorBorrower) and the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrower and Guarantor (including during the Chapter 11 CasesCase), as predecessors to Borrower or Guarantor or otherwise, to Lender, which on and after the date hereof shall be deemed to have been granted to Collateral Agent. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrower or Guarantor evidenced by or arising under the Existing Agreements, and the liens and security interests of Lender Agent securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Collateral Agent for the benefit of LenderLenders.

Restatement. (a) Except as otherwise stated in Section 10.2 15.2 hereof and this Section 10.415.5, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Financing Agreements are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements, except that nothing herein or in the other Financing ------ Agreements shall impair or adversely affect the continuation of the liability of Borrower or Guarantor for the Obligations heretofore incurred during the Chapter 11 Cases (as predecessors to Borrower and Guarantor) and the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrower and Guarantor (including during the Chapter 11 Cases), as predecessors to Borrower or Guarantor or otherwise, to Lender, which on and after the date hereof shall be deemed to have been granted to Collateral Agent. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrower Borrowers or Guarantor Guarantors evidenced by or arising under the Existing Financing Agreements, and the liens and security interests of Lender Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, in the Collateral (as such term is defined herein) securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Collateral Agent Agent, for itself and the ratable benefit of Lenderthe Lenders and the Bank Product Providers. The principal amount of the Loans and the amount of the Letters of Credit Accommodations outstanding as of the date hereof under the Existing Financing Agreements shall be allocated to the Loans and Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine.

Restatement. (a) Except as otherwise stated in Section 10.2 15.2 hereof and this Section 10.415.5, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Financing Agreements are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements, except that nothing herein or in the other Financing ------ Agreements shall impair or adversely affect the continuation of the liability of Borrower or Guarantor for the Obligations heretofore incurred during the Chapter 11 Cases (as predecessors to Borrower and Guarantor) and the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrower and Guarantor (including during the Chapter 11 Cases), as predecessors to Borrower or Guarantor or otherwise, to Lender, which on and after the date hereof shall be deemed to have been granted to Collateral Agent. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrower Borrowers or Guarantor Guarantors evidenced by or arising under the Existing Financing Agreements, and the liens and security interests of Lender Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, in the Collateral (as such term is defined herein) securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Collateral Agent Agent, for itself and the ratable benefit of Lenderthe Lenders and the Bank Product Providers. The principal amount of the Loans and the amount of the Existing Letters of Credit outstanding as of the date hereof under the Existing Financing Agreements shall be allocated to the Loans and Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine.

Restatement. (ai) Except as otherwise stated in Section 10.2 15.150 hereof and this Section 10.415.15(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing AgreementsOther Documents, except that nothing herein or in the other Financing ------ Agreements Other Documents shall impair or adversely affect the continuation of the liability of Borrower or Guarantor for the Obligations (as defined in the Existing Agreements) heretofore incurred during the Chapter 11 Cases (as predecessors to Borrower and Guarantor) and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or assigned by Borrower and Guarantor (including during to Agent, for the Chapter 11 Cases), as predecessors to Borrower or Guarantor or otherwise, to Lenderratable benefit of the Lenders, which on and after the date hereof shall be deemed to have been granted to Collateral Agent, for the ratable benefit of the Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness indebtedness and other obligations and liabilities the Obligations (as defined in the Existing Agreements) of Borrower or Guarantor evidenced by or arising under the Existing Agreements, and the liens and security interests of Lender Agent, for the ratable benefit of the Lenders, securing such Indebtedness indebtedness and other obligations and liabilitiesthe Obligations (as defined in the Existing Agreements), which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Collateral Agent Agent, for the ratable benefit of Lenderthe Lenders.

Restatement. (a) Except as otherwise stated in Section 10.2 15.2 hereof and this Section 10.415.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Financing Agreements are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements, except that nothing herein or in the other Financing ------ Agreements shall impair or adversely affect the continuation of the liability of Borrower or Guarantor for the Obligations heretofore incurred during the Chapter 11 Cases (as predecessors to Borrower and Guarantor) and the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrower and Guarantor (including during the Chapter 11 Cases), as predecessors to Borrower or Guarantor or otherwise, to Lender, which on and after the date hereof shall be deemed to have been granted to Collateral Agent. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and any other obligations and liabilities of Borrower Borrowers or Guarantor Guarantors evidenced by or arising under the Existing Financing Agreements, and the liens and security interests of Lender Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, in the Collateral (as such term is defined herein) securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Collateral Agent Agent, for itself and the ratable benefit of Lenderthe Lenders and the Bank Product Providers. The principal amount of the Loans and the amount of the Existing Letters of Credit outstanding as of the date hereof under the Existing Financing Agreements shall be allocated to the Loans and Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine.

Restatement. (a) Except as otherwise stated in Section 10.2 hereof and this Section 10.4, as of the date hereof, the The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are hereby simultaneously amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, by the terms, conditions, conditions agreements, covenants, representations and warranties set forth in this Agreement and in the other Financing AgreementsSecurity 131 Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreement, except that nothing herein or in the other Financing ------ Agreements shall impair or adversely affect the continuation of the liability of Borrower or Guarantor for the Obligations heretofore incurred during the Chapter 11 Cases (as predecessors to Borrower and Guarantor) and the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrower and Guarantor (including during the Chapter 11 Cases), as predecessors to Borrower or Guarantor or otherwise, to Lender, which on and after the date hereof shall be deemed to have been granted to Collateral Agent. The amendment and restatement contained herein shall notLoan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect ofof any of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Indebtedness and other obligations and liabilities of Borrower or Guarantor Borrowers evidenced by or arising under the Existing AgreementsCredit Agreement or impair or adversely affect the continuation of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Administrative Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Administrative Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to the terms of this Agreement and the liens Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of Lender securing such Indebtedness all releases and other obligations documents reasonably requested by the Loan Parties to effect and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Collateral Agent for the benefit of Lenderevidence that release.

Restatement. (a) Except as otherwise stated in Section 10.2 hereof 13.2 and this Section 10.413.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan and Security Agreement are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing AgreementsTransaction Documents, except that nothing herein or in the other Financing ------ Agreements Transaction Documents shall impair or adversely affect the continuation of the liability of the Borrower or Guarantor for the Obligations heretofore incurred during the Chapter 11 Cases (as predecessors to Borrower and Guarantor) and the security interests, liens and other interests in the Collateral or any Lien heretofore granted, pledged and/or assigned by Borrower and Guarantor (including during to the Chapter 11 Cases), as predecessors to Borrower or Guarantor or otherwise, to Lender, which on and after Collateral Agent for the date hereof shall be deemed to have been granted to Collateral Agentbenefit of the Secured Parties. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of the Borrower or Guarantor evidenced by or arising under the Existing AgreementsLoan and Security Agreement, and the liens Liens and security interests of Lender securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. (b) The principal amount of the “Advances” (as defined in the Existing Loan and Security Agreement) outstanding as of the A&R Effective Date under the Existing Loan and Security Agreement shall constitute Advances hereunder. On the A&R Effective Date, but the Lenders shall continue make such purchases and sales of interests in full force and the Advances outstanding as of such date so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect in favor of Collateral Agent for the benefit of Lender.to this Agreement. -156- USActive 55348338.2

Restatement. (a) Except as otherwise stated in Section 10.2 13.2 hereof and this Section 10.413.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Agreement are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements, except that nothing herein or in the other Financing ------ Agreements shall impair or adversely affect the continuation of the liability of each Borrower or Guarantor for the Obligations heretofore incurred during the Chapter 11 Cases (as predecessors to Borrower and Guarantor) and the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrower and Guarantor (including during the Chapter 11 Cases), as predecessors to Borrower Agent or Guarantor or otherwise, to any Lender, which on and after the date hereof shall be deemed to have been granted to Collateral Agent. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of each Borrower or Guarantor evidenced by or arising under the Existing Loan Agreement and the other Existing Financing Agreements, and the liens and security interests of Lender securing such Indebtedness and other obligations and liabilitiesliabilities granted by Borrowers and Guarantors in the Existing Loan Agreement and the other Existing Financing Agreements, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Collateral Agent for the benefit of Lender.

Restatement. (a) Except as otherwise stated in Section 10.2 hereof and this Section 10.4, as of the date hereof, the The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are hereby simultaneously amended and restated in their entirety, and as so amended and restated, are hereby replaced and superseded, by the terms, conditions, conditions agreements, covenants, representations and warranties set forth in this Agreement and in the other Financing AgreementsSecurity Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreement, except that nothing herein or in the other Financing ------ Agreements shall impair or adversely affect the continuation of the liability of Borrower or Guarantor for the Obligations heretofore incurred during the Chapter 11 Cases (as predecessors to Borrower and Guarantor) and the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrower and Guarantor (including during the Chapter 11 Cases), as predecessors to Borrower or Guarantor or otherwise, to Lender, which on and after the date hereof shall be deemed to have been granted to Collateral Agent. The amendment and restatement contained herein shall notLoan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect ofof any of the “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Indebtedness and other obligations and liabilities of Borrower or Guarantor Borrowers evidenced by or arising under the Existing AgreementsCredit Agreement or impair or adversely affect the continuation of the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Agent, except as otherwise expressly set forth in the Security Agreement. All Existing Obligations and all other loans, advances and other financial accommodations under the Existing Credit Agreement of Borrowers to Agent and Lenders that are outstanding and unpaid as of the date hereof pursuant to the Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Collateral pursuant to the terms of this Agreement and the liens Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of Lender securing such Indebtedness all releases and other obligations documents reasonably requested by the Loan Parties to effect and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Collateral Agent for the benefit of Lenderevidence that release.