Common use of Amended and Restated Agreement Clause in Contracts

Amended and Restated Agreement. (a) This Agreement, effective as of the Restatement Date, is an amendment and restatement of the Original Credit Agreement, it being acknowledged and agreed that as of the Restatement Effective Date all obligations outstanding under or in connection with the Original Credit Agreement and any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”) constitute obligations under this Agreement. This Agreement is in no way intended to constitute a novation of the Original Credit Agreement or the Existing Obligations. With respect to (i) any date or time period occurring and ending prior to the Restatement Effective Date, the Original Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect; and (ii) any date or time period occurring or ending on or after the Restatement Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Restatement Date, any reference to the Original Credit Agreement in any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Original Credit Agreement. (b) Without limiting the generality of Section 11.21(a), the parties agree that: (i) all Existing Obligations outstanding as at the Restatement Date shall, as of the Fourth Amended and Restated Effective Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and (ii) each of the other Loan Documents (other than the Original Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended, except that (A) any references therein to the Original Credit Agreement shall be deemed to refer to this Agreement, and (B) any security granted or guarantee given pursuant to or in connection with the Original Credit Agreement and the other Loan Documents (collectively, the “Existing Security”) shall continue to secure or guarantee, as applicable, the obligations of the Borrowers arising pursuant to or in connection with this Agreement (including all such obligations arising initially pursuant to or in connection with the Original Credit Agreement and the other Loan Documents).

Amended and Restated Agreement. Effective as of the Restatement Date: (a) This all terms and conditions of the Existing Agreement, as amended and restated by this Agreement, shall be and remain in full force and effect, as so amended, and shall continue to constitute the legal, valid, binding and enforceable obligations of the parties hereto; (b) the terms and conditions of the Existing Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the parties hereto from and after the Restatement Date; (c) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Agreement, as amended and restated by this Agreement, or affect the relative priorities thereof, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by the Borrowers; (d) all indemnification obligations of the Borrowers under the Existing Agreement, as amended and restated by this Agreement, shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lender and any other Person indemnified under the Existing Agreement, as amended and restated by this Agreement, or any other Loan Document at any time prior to the Restatement Date; (e) the amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, terminate, release, cancel or extinguish, or constitute a novation in respect of, the Debt and other obligations and liabilities of the Borrowers evidenced by or arising under the Existing Agreement, as amended and restated by this Agreement, or any guarantees of or Liens and security interests securing such Debt and other obligations and liabilities of the Borrowers in any of the Loan Documents; (f) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of Lender under the Existing Agreement, as amended and restated by this Agreement, and the other Loan Documents, nor constitute a waiver of any covenant, agreement or obligation under the Existing Agreement, amended and restated by this Agreement, and the other Loan Documents, except to the extent that any such covenant, agreement or obligation is expressly modified hereby; and (g) any and all references in the Loan Documents to the Existing Agreement (including, without limitation, such references in any Term Note) shall, without further action of the parties, be deemed a reference to the Existing Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from time to time hereafter. Notwithstanding the foregoing, this Agreement shall not amend or restate any of the Schedules to the Existing Agreement which are and shall remain in full force and effect. Reference is made to the Reimbursement and Fee Agreement dated as of October 11, 2018 (the “Reimbursement Agreement”) between the Specified Borrowers and Lender. The Specified Borrowers and Lender hereby agree that, effective as of the Restatement Date: (x) all references to the “Delayed Draw Term Loan Agreement” in the Reimbursement Agreement shall, is an amendment and restatement without further action of the Original Credit Agreementparties, it being acknowledged and agreed that as of the Restatement Effective Date all obligations outstanding under or in connection with the Original Credit Agreement and any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”) constitute obligations under this Agreement. This Agreement is in no way intended to constitute be deemed a novation of the Original Credit Agreement or the Existing Obligations. With respect to (i) any date or time period occurring and ending prior to the Restatement Effective Date, the Original Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect; and (ii) any date or time period occurring or ending on or after the Restatement Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Restatement Date, any reference to the Original Credit Agreement in any of the other Loan Documents executed or issued Existing Agreement, as amended and restated by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of as this Agreement shall prevail be further amended, restated or otherwise modified from time to time hereafter and (y) all references to the “Commercial Agreement” in the event of any conflict or inconsistency between such provisions and those Reimbursement Agreement shall, without further action of the Original Credit Agreement. (b) Without limiting the generality of Section 11.21(a), the parties agree that: (i) all Existing Obligations outstanding as at the Restatement Date shall, as of the Fourth Amended and Restated Effective Dateparties, be deemed to be obligations outstanding hereunder and subject a reference to the terms of this AgreementCommercial Agreement as defined herein, and (ii) each of as the other Loan Documents (other than the Original Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended, except that (A) any references therein to the Original Credit Agreement same shall be deemed amended, restated or otherwise modified from time to refer to this Agreement, and (B) any security granted or guarantee given pursuant to or in connection with the Original Credit Agreement and the other Loan Documents (collectively, the “Existing Security”) shall continue to secure or guarantee, as applicable, the obligations of the Borrowers arising pursuant to or in connection with this Agreement (including all such obligations arising initially pursuant to or in connection with the Original Credit Agreement and the other Loan Documents)time hereafter.

Amended and Restated Agreement. (a) This Agreement, effective as of the Restatement Closing Date, is an amendment and restatement of the Original Credit Agreement, it being acknowledged and agreed that as of the Restatement Effective Closing Date all obligations outstanding under or in connection with the Original Credit Agreement and any of the other Loan Documents (such obligations, collectively, the “Existing Original Obligations”) constitute obligations under this Agreement. This Agreement is in no way intended to constitute a novation of the Original Credit Agreement or the Existing Original Obligations. With respect to (i) any date or time period occurring and ending prior to the Restatement Effective Closing Date, the Original Credit Loan Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect; and (ii) any date or time period occurring or ending on or after the Restatement Effective Closing Date, the rights and obligations of the parties hereto shall be governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Restatement Closing Date, any reference to the Original Credit Agreement in any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Original Credit Loan Agreement. (b) Without limiting the generality of Section 11.21(a11.22(a), the parties agree that: (i) all Existing Original Obligations outstanding as at the Restatement Closing Date shall, as of the Fourth Amended and Restated Effective Closing Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and (ii) each of the other Loan Documents (other than the Original Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended, except that (A) any references therein to the Original Credit Agreement shall be deemed to refer to this Agreement, and (B) any security granted or guarantee given pursuant to or in connection with the Original Credit Agreement and the other Loan Documents (collectively, the “Existing Security”) shall continue to secure or guarantee, as applicable, the obligations of the Borrowers arising pursuant to or in connection with this Agreement (including all such obligations arising initially pursuant to or in connection with the Original Credit Agreement and the other Loan Documents).

Amended and Restated Agreement. (a) This Agreement, effective as of the Restatement Date, is an amendment Agreement amends and restatement of restates the Original Credit AgreementFacility in its entirety but shall not constitute a novation thereof nor impair the rights and obligations created thereunder, it being acknowledged and agreed that as the intent of the Restatement Effective Date all parties hereto that the obligations outstanding under or in connection with the Original Credit Agreement and any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”) constitute obligations under this Agreement. This Agreement is in no way intended to constitute a novation of the Original Credit Agreement or the Existing Obligations. With respect to (i) any date or time period occurring and ending prior to the Restatement Effective Date, the Original Credit Agreement and the other Loan Documents Facility shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect; effect as amended and (ii) restated hereby. All references in any date or time period occurring or ending on or after the Restatement Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Restatement Date, any reference Document to the Original Credit Agreement in any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Original Credit Agreement. (b) Without limiting the generality of Section 11.21(a), the parties agree that: (i) all Existing Obligations outstanding as at the Restatement Date Facility shall, as of on and after the Fourth Amended and Restated Effective Datedate hereof, be deemed to be obligations outstanding references to this Agreement. Addition of Co-Borrowers. From time to time on or after the Effective Date, the Initial Borrower may designate one or more Restricted Subsidiaries as a “Co-Borrower” with respect to Borrowings under this Agreement; provided that such designated Restricted Subsidiary shall not become a Co-Borrower hereunder unless and subject until each of the following conditions has been satisfied: the Administrative Agent and the Revolving Lenders shall have received all documentation and other information that the Administrative Agent reasonably determines to be required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and such documentation and information (including the jurisdiction of organization of the proposed Co-Borrower) shall be reasonably satisfactory to the terms Lenders from legal and operational perspectives; such Co-Borrower shall be organized under the laws of this the United States, any state within the United States or the District of Columbia or any other jurisdiction approved by the Administrative Agent and each of the Revolving Lenders, in their reasonable discretion; the Administrative Agent shall have received a duly executed Co-Borrower Joinder from such Co-Borrower and, to the extent not previously delivered, a Guarantor Joinder Agreement; in each case to the extent not previously delivered, and such Co-Borrower shall have delivered to the Administrative Agent all security agreements required to be executed and delivered pursuant to Section 6.9, together with other deliverables required pursuant to such Section as applied to such Co-Borrower (it being understood and agreed that the Administrative Agent may waive or modify any such requirements to the extent the Administrative Agent reasonably deems such changes necessary or appropriate under the circumstances taking into account the designated Co-Borrower’s jurisdiction of organization and applicable Laws); in the case of a Co-Borrower that is not already a Subsidiary Guarantor, to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received, on behalf of itself and the Lenders, an opinion of counsel (including from counsel licensed in New York and any such other jurisdiction as may be appropriate), in form and substance reasonably satisfactory to the Administrative Agent with respect to the foregoing documents; and in each case to the extent not previously delivered, the Administrative Agent shall have received (i) a copy of the Organizational Documents, including all amendments thereto, of such designated Co-Borrower, certified, if applicable, as of a recent date by the Secretary of State or similar Governmental Authority of the jurisdiction of its organization, where applicable, and a certificate as to the good standing of such designated Co-Borrower as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) each a certificate of the other Secretary or Assistant Secretary of such designated Co-Borrower certifying (A) that attached thereto is a true and complete copy of the Organizational Documents of such Person as in effect on the date of the Co-Borrower Joinder, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or shareholders (or equivalent governing body) of such Person authorizing the execution, delivery and performance of the Loan Documents (other than and the Original Credit Agreement) is hereby ratified borrowings thereunder and confirmed in all respects that such resolutions have not been modified, rescinded or amended and shall continue are in full force and effect, unamended, except (C) that Organizational Documents of such Person have not been amended since the date of the last amendment thereto shown on the Organizational Documents furnished pursuant to clause (Ai) any references therein to the Original Credit Agreement shall be deemed to refer to this Agreementabove, and (BD) as to the incumbency and specimen signature of each officer executing any security granted Loan Document on behalf of such Person and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or guarantee given director of such Person executing the certificate pursuant to clause (ii) above. Status of Co-Borrowers. Once the conditions set forth in Section 12.1 have been satisfied with respect to a Restricted Subsidiary, such Restricted Subsidiary shall be a “Borrower” and a “Co-Borrower” under the Revolving Facility and the Term Facility and will have the right to directly request Revolving Borrowings in accordance with Section 2 hereof until the earlier to occur of the Revolving Termination Date or the date on which such Co-Borrower terminates its obligations under this Agreement in connection accordance with the Original Credit Agreement Section 12.3. Each Borrower hereby accepts joint and several liability hereunder and under the other Loan Documents (collectively, the “Existing Security”) shall continue to secure or guarantee, as applicable, the obligations in consideration of the Borrowers arising pursuant financial accommodations to or in connection with be provided by Lenders under this Agreement (including all such obligations arising initially pursuant to or in connection with the Original Credit Agreement and the other Loan Documents), for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of each other Borrower to accept joint and several liability for the Loan and the other Obligations hereunder. Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with each other Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event each other Borrower will make such payment with respect to, or perform, such Obligation.

Amended and Restated Agreement. x 8.01 This Agreement hereby amends and restates the (aInsert name of agreement) This Agreement dated the day of , , as heretofore amended and supplemented from time to time (the “Existing Agreement”), effective between the undersigned and the Bank with effect as of and from the Restatement date hereof (the “Effective Date”), is an amendment and restatement of the Original Credit Agreement, it being acknowledged and agreed whole without any novation whatsoever. x 8.02 The parties hereby expressly agree that as of and from the Restatement Effective Date all obligations outstanding of the undersigned’s obligations, indebtedness and liabilities to the Bank under or in connection with the Original Credit Agreement and any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”) constitute obligations under this Agreement. This Agreement is in no way intended pursuant to constitute a novation of the Original Credit Agreement or the Existing Obligations. With respect to (i) any date or time period occurring and ending prior to the Restatement Effective Date, the Original Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect; and (ii) any date or time period occurring or ending on or after the Restatement Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement (including, without limitation, the exhibits outstanding principal amount of the loan thereunder, all interest accrued thereon, all interest on overdue interest and schedules hereto) and all other amounts owing by the other Loan Documents. From and after the Restatement Date, any reference undersigned to the Original Credit Bank under or pursuant to the Existing Agreement in any shall be governed by the terms hereof. x 8.03 The undersigned hereby ratifies, confirms, acknowledges and agrees that it is and continues to be bound by all of the other Loan Documents executed or issued obligations, indebtedness and liabilities of and grants of security made by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Original Credit Agreement. (b) Without limiting the generality of Section 11.21(a), the parties agree that: (i) all Existing Obligations outstanding as at the Restatement Date shall, as of the Fourth Amended and Restated Effective Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and (ii) it under each of the other Loan Documents (other than the Original Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effectsecurity documents under, unamended, except that (A) any references therein to the Original Credit Agreement shall be deemed to refer to this Agreement, and (B) any security granted or guarantee given pursuant to or in connection with the Original Credit Existing Agreement, including without limitation any agreement or instrument creating or granting a hypothec, security under the Bank Act (Canada), mortgage, pledge, fixed or floating charge, assignment by way of security or any other security interest securing payment or performance of an obligation under or pursuant to the Existing Agreement and the other Loan Documents (herein, collectively, the “Existing SecuritySecurity Documents”) shall continue to secure and each certificate or guarantee, as applicable, the obligations of the Borrowers arising pursuant to or in connection with this Agreement (including all such obligations arising initially other document delivered pursuant to or in connection with the Original Credit Existing Agreement or the Security Documents (the Security Documents and such certificates or other documents are herein, collectively, the “Loan Documents”), and the undersigned acknowledges that the Bank is relying expressly upon the Loan Documents and such ratifications, confirmations, acknowledgement and agreements by the undersigned herein in entering into this Agreement and providing any accommodations hereunder, notwithstanding the amendment and restatement set forth herein. x 8.04 As and from the Effective Date, all references to the Existing Agreement in any of the Loan Documents shall be construed as being a reference to the Existing Agreement as amended and restated by this Agreement. x 8.05 This Article 8 is made under express reserve of all the terms and conditions of this Agreement and the other Loan Documents and all rights in favour of the Bank hereunder and thereunder and without novation of any kind or derogation from the rank and priority of the Security Documents). Without derogating from or restricting in any way the Security Documents, all obligations under or pursuant to the Existing Agreement and hereunder shall continue to be secured by the Security Documents. All of the provisions of this Article 8 are without novation.

Amended and Restated Agreement. (a) This AgreementBuyer and Seller agree that, effective as upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Restatement DateExisting A/R Purchase Agreement shall be and hereby are amended, is an amendment restated and restatement superseded in their entirety by the terms and provisions of the Original Credit Agreement, it being acknowledged and agreed that as of the Restatement Effective Date all obligations outstanding under or in connection with the Original Credit Agreement and any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”) constitute obligations under this Agreement. This Agreement is in no way intended to constitute Nothing herein contained shall be construed as a substitution or novation of the Original Credit obligations of Buyer and Seller outstanding under the Existing A/R Purchase Agreement or instruments securing the Existing Obligations. With respect to (i) any date or time period occurring and ending prior to the Restatement Effective Datesame, the Original Credit Agreement and the other Loan Documents which obligations shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of Seller, or any guarantor from any of its obligations or liabilities under the Existing A/R Purchase Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. Seller hereby (i) confirms and agrees that each document relating to the Existing A/R Purchase Agreement to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such document to “the Agreement”, the “Accounts Receivable Purchase Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing A/R Purchase Agreement shall mean the Existing A/R Purchase Agreement as amended and restated by this Agreement; and (ii) any date or time period occurring or ending on or after the Restatement Effective Date, the rights confirms and obligations of the parties hereto shall be governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Restatement Date, any reference agrees that to the Original Credit extent that the Existing A/R Purchase Agreement in or any of the other Loan Documents document relating thereto executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed purports to be assign or pledge to the Buyer or to grant to the Buyer a reference security interest in or lien on, any collateral as security for the obligations hereunder or to this grant control over any such collateral from time to time existing in respect of the Existing A/R Purchase Agreement, and the provisions of this Agreement shall prevail in the event of any conflict such pledge, assignment or inconsistency between such provisions and those grant of the Original Credit Agreement. (b) Without limiting the generality security interest, lien, or grant of Section 11.21(a)control, the parties agree that: (i) all Existing Obligations outstanding as at the Restatement Date shall, as of the Fourth Amended and Restated Effective Date, be deemed to be obligations outstanding hereunder and subject to the terms of this Agreement, and (ii) each of the other Loan Documents (other than the Original Credit Agreement) is hereby ratified and confirmed in all respects and shall continue in full force and effect, unamended, except that (A) any references therein to the Original Credit Agreement shall be deemed to refer to this Agreement, and (B) any security granted or guarantee given pursuant to or in connection with the Original Credit Agreement and the other Loan Documents (collectively, the “Existing Security”) shall continue to secure or guarantee, remain effective as applicable, the obligations of the Borrowers arising pursuant to or in connection with this Agreement (including all such obligations arising initially pursuant to or in connection with the Original Credit Agreement and the other Loan Documents)first date it became effective.