Amended and Restated Agreement This Agreement amends and restates, in its entirety, and replaces, the Prior Loan Agreement. This Agreement is not intended to, and does not, novate the Prior Loan Agreement and Borrower reaffirms that the existing security interest created by the Prior Loan Agreement is and remains in full force and effect.
Amended and Restated Credit Agreement It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated in its entirety on the Closing Date and shall be deemed replaced and superseded in all respects by this Agreement, except to evidence (i) the incurrence by the Borrower of the “Obligations” under and as defined in Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date) and (ii) the representations and warranties made by the Borrower and the other Loan Parties prior to the Closing Date (which representations and warranties made prior to the Closing Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Closing Date). This Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Existing Credit Agreement (or serve to terminate Section 11.04 of the Existing Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Revolving Credit Lenders (as defined therein)), and all outstanding “Obligations” under and as defined in the Existing Credit Agreement shall constitute Obligations hereunder. This Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement. In addition, unless specifically amended in connection herewith, each of the Loan Documents shall continue in full force and effect. Each Loan Party and each of the Revolving Credit Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement, the Existing Security Agreement, this Agreement, the Security Agreement and the other Collateral Documents and consents to the amendment and restatement of the Existing Credit Agreement, the Existing Security Agreement and the other Collateral Documents effected pursuant to this Agreement, the Security Agreement and the other Collateral Documents. Each Loan Party hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Obligations under each of the Loan Documents to which is a party. Each of the Revolving Credit Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement hereby expressly authorizes and directs the Administrative Agent to execute such documents or instruments as may be required or contemplated by the Existing Credit Agreement, this Agreement, the Existing Security Agreement, the Security Agreement and the other Collateral Documents, in each case, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents. On and after the Closing Date, (i) all references to the “Credit Agreement” in the Loan Documents shall be deemed to refer to this Agreement, (ii) all references to any section (or subsection) of the Credit Agreement in any Loan Document shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be to this Agreement.
Amended and Restated Trust Agreement This Trust Agreement is the amended and restated trust agreement contemplated by the Trust Agreement dated as of [___], 20[___], between the Depositor and the Owner Trustee (the “Initial Trust Agreement”). This Trust Agreement amends and restates in its entirety the Initial Trust Agreement.
Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.
Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendment and Restatement of Existing Credit Agreement Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B.
Whole Agreement The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement (“Agreement”) between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties.
Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is hereby amended as follows:
Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012
Amendment of Existing Warrant Agreement The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders: