Common use of Amended and Restatement Clause in Contracts

Amended and Restatement. Each of the parties hereto agrees as follows: (a) this Agreement (including all Exhibits and Schedules) shall amend, restate and replace in its entirety the Original Note Purchase Agreement (including all exhibits and schedules attached thereto) on the Restatement Date; (b) from and after the Restatement Date, all references to the “Note Purchase Agreement” contained in the Note Documents shall be deemed to refer to this Agreement and all references to any Article or Section (or subsection) of this Agreement in any other Note Document shall be amended to become references to the corresponding provisions of this Agreement; (c) this Agreement shall not constitute a novation of the obligations and liabilities of the parties under the Original Note Purchase Agreement or the other Note Documents as in effect prior to the Restatement Date and that remain outstanding as of the Restatement Date and all obligations under the Original Note Purchase Agreement (as such obligations may be amended, supplemented, replaced, expanded, extended or otherwise modified hereby on the Restatement Date) shall constitute obligations hereunder and shall continue to be valid, enforceable and in full force and effect and not to be impaired, in any respect, by the effectiveness of this Agreement; provided that this clause (c) is subject to the terms of the Restructuring Support Agreement; and (d) this amendment and restatement of the Original Note Purchase Agreement shall be limited as written and not be a consent to any other amendment, restatement, supplement, waiver or other modification of any other provisions under any Note Documents, without regard to whether similar, and, except as expressly provided herein or in any other Note Document, all terms and conditions of the Note Documents remain in full force and effect unless otherwise specifically amended hereby. (e) Each Australian Obligor confirms for the benefit of the Secured Parties that all Guaranteed Obligations owed by it under this Agreement shall (a) remain in full force and effect (except to the extent expressly terminated) notwithstanding the amendment and restatement of in its entirety of the Original Note Purchase Agreement on the Restatement Date (as referred to in the Preamble) and (b) extend to any new obligations assumed by any Australian Obligor under the Note Documents (including, but not limited to, under this Agreement). (f) Each Australian Obligor confirms for the benefit of the Secured Parties that, the Lien created by it pursuant to each Australian Security Document to which it is a party shall (a) remain in full force and effect (except to the extent expressly terminated) notwithstanding the amendments referred to in the Preamble and (b) continue to secure its Obligations under the Note Documents as amended (including, but not limited to, under this Agreement).

Amended and Restatement. Each of the parties hereto agrees as follows: (a) this On the Restatement Effective Date, the Original Security Agreement (including all Exhibits shall be amended and Schedules) shall amend, restate and replace restated in its entirety by this Agreement. The parties hereto acknowledge and agree that (i) the Original Note Purchase Agreement (including all exhibits and schedules attached thereto) on grant by the Restatement Date; (b) from and after the Restatement Date, all references to the “Note Purchase Agreement” contained Grantors of security interests in the Note Documents shall be deemed to refer Collateral pursuant to this Agreement and all references to any Article or Section was made as of the Original Closing Date (or subsectionas of such later date on which a Grantor became a party hereto) and the amendment and restatement of this the Original Security Agreement in any other Note Document shall be amended to become references to the corresponding provisions of this Agreement; as contemplated hereby continues such grant, (cii) this Agreement shall and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the obligations and liabilities of the parties “Secured Obligations” under the Original Note Purchase Security Agreement or the other Note Loan Documents as in effect prior to the Restatement Effective Date and that which remain outstanding as of the Restatement Date and all obligations Effective Date, (iii) the “Secured Obligations” under the Original Note Purchase Security Agreement and the other Loan Documents are in all respects continuing (as amended and restated hereby and by the Credit Agreement and which are in all respects hereinafter subject to the terms herein) and (iv) the Liens and security interests as granted under the Original Security Agreement and the other applicable Loan Documents securing payment of such obligations may be amended, supplemented, replaced, expanded, extended or otherwise modified hereby on the Restatement Date) shall constitute obligations hereunder and shall continue to be valid, enforceable “Secured Obligations” are in all respects continuing and in full force and effect and not to be impairedare reaffirmed hereby. To the extent applicable, the Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings with the United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in any respect, by the effectiveness of this Agreement; provided that this clause (c) is subject effect to the terms foregoing under applicable law covering all or any part of the Restructuring Support Agreement; and (d) this amendment and restatement Collateral previously filed in favor of the Administrative Agent under the Original Note Purchase Security Agreement shall be limited as written and not be a consent to any other amendment, restatement, supplement, waiver or other modification of any other provisions under any Note Documents, without regard to whether similar, and, except as expressly provided herein or in any other Note Document, all terms and conditions of the Note Documents remain are in full force and effect unless otherwise specifically amended herebyas of the date hereof and each Grantor ratifies its authorization for the Collateral Agent to file in any relevant jurisdictions any such financing statement, fixture filing or other instrument relating to all or any part of the Collateral if filed prior to the date hereof. (eb) Each Australian Obligor confirms for On and after the benefit of the Secured Parties that Restatement Effective Date, (i) all Guaranteed Obligations owed by it under this Agreement shall (a) remain in full force and effect (except references to the extent expressly terminatedOriginal Security Agreement or the “Security Agreement” in the Loan Documents (other than this Agreement) notwithstanding the amendment and restatement of in its entirety shall be deemed to refer to this Agreement, (ii) all references to any section (or subsection) of the Original Note Purchase Security Agreement on or the Restatement Date “Security Agreement” in any Loan Document (but not herein) shall be deemed to refer to the corresponding provisions of this Agreement, (iii) except as referred the context otherwise provides, all references to in the Preamblethis Agreement herein (including for purposes of indemnification) shall be deemed to be references to this Agreement and (biv) extend all references to the Original Security Agreement or “the Security Agreement” in all Deposit Account Control Agreements and all Security Account Control Agreements (unless any new obligations assumed by any Australian Obligor under such Deposit Account Control Agreements or Security Account Control Agreement have been terminated) executed in connection with the Note Documents (including, but not limited to, under Original Credit Agreement or the Original Security Agreement shall be deemed to refer to this Agreement). (f) Each Australian Obligor confirms for the benefit of the Secured Parties that, the Lien created by it pursuant to each Australian Security Document to which it is a party shall (a) remain in full force and effect (except to the extent expressly terminated) notwithstanding the amendments referred to in the Preamble and (b) continue to secure its Obligations under the Note Documents as amended (including, but not limited to, under this Agreement).

Amended and Restatement. Each On the date hereof, the Existing Pledge Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Pledge Agreement shall thereafter be of no further force and effect, except that the parties hereto agrees as follows: Pledgors, the Collateral Agents and the Lenders agree that (a) Liens created under the Existing Pledge Agreement shall continue to exist under and be evidenced by this Agreement (including all Exhibits and Schedules) shall amendAgreement, restate and replace in its entirety the Original Note Purchase Agreement (including all exhibits and schedules attached thereto) on the Restatement Date; (b) from the Existing Pledge Agreement shall continue to evidence the representations and after warranties made by the Restatement Date, all references Pledgors prior to the “Note Purchase Agreement” date hereof, (c) except as expressly stated herein or amended, the other Credit Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations, and (d) the Existing Pledge Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Pledge Agreement prior to the date hereof (including any failure, prior to the date hereof, to comply with the covenants contained in the Note Documents Existing Pledge Agreement). The amendments and restatements set forth herein shall be deemed not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Credit Agreements existing prior to refer to this the date hereof. This Agreement and all references to any Article or Section (or subsection) of this Agreement is not in any other Note Document shall be amended way intended to become references to the corresponding provisions of this Agreement; (c) this Agreement shall not constitute a novation of the obligations and liabilities of the parties existing under the Original Note Purchase Agreement or Existing Pledge Agreement. On and after the other Note Documents as in effect prior date hereof, (x) all references to the Restatement Date and that remain outstanding as of the Restatement Date and all obligations under the Original Note Purchase Existing Pledge Agreement (as such obligations may be amended, supplemented, replaced, expanded, extended or otherwise modified hereby on the Restatement Date) shall constitute obligations hereunder and shall continue to be valid, enforceable and in full force and effect and not to be impaired, in any respect, by the effectiveness of this Agreement; provided that this clause (c) is subject to the terms of the Restructuring Support Agreement; and (d) this amendment or any amendment and restatement thereof) in the Credit Documents (other than this Agreement) shall be deemed to refer to the Existing Pledge Agreement, as amended and restated hereby, (y) all references to any section (or subsection) of the Original Note Purchase Existing Pledge Agreement or in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (z) except as the context otherwise provides, on or after the date hereof, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Pledge Agreement, as amended and restated hereby. This amendment and restatement is limited as written and is not be a consent to any other amendment, restatementrestatement or waiver, supplement, waiver whether or other modification of any other provisions under any Note Documents, without regard to whether similar, not similar and, except as expressly provided herein or in any other Note Credit Document, all terms and conditions of the Note Credit Documents remain in full force and effect unless otherwise specifically amended hereby. (e) Each Australian Obligor confirms for the benefit of the Secured Parties that all Guaranteed Obligations owed by it under this Agreement shall (a) remain in full force and effect (except to the extent expressly terminated) notwithstanding the amendment and restatement of in its entirety of the Original Note Purchase Agreement on the Restatement Date (as referred to in the Preamble) and (b) extend to any new obligations assumed hereby or by any Australian Obligor under the Note Documents (including, but not limited to, under this Agreement)other Credit Document. (f) Each Australian Obligor confirms for the benefit of the Secured Parties that, the Lien created by it pursuant to each Australian Security Document to which it is a party shall (a) remain in full force and effect (except to the extent expressly terminated) notwithstanding the amendments referred to in the Preamble and (b) continue to secure its Obligations under the Note Documents as amended (including, but not limited to, under this Agreement).

Amended and Restatement. Each (a) The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto agrees of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Original Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the “Obligations” (as follows: defined in the Original Credit Agreement). All “Loans” made and “Obligations” incurred under the Original Credit Agreement which are outstanding on the Effective Date, if any, shall continue as Loans and Obligations under (aand shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: all references in the “Loan Documents” (including all Exhibits and Schedules) shall amend, restate and replace as defined in its entirety the Original Note Purchase Agreement (including all exhibits and schedules attached theretoCredit Agreement) on the Restatement Date; (b) from and after the Restatement Date, all references to the “Note Purchase AgreementObligations” contained in the Note Documents shall be deemed to refer to this the Obligations hereunder. (b) Upon the Effective Date, (i) the Equity Issuance Pledge shall be terminated and shall be of no further force or effect and all Liens granted to the Administrative Agent thereunder shall be released, discharged, and terminated, and (ii) unless expressly terminated or ameded and restated in connection herewith, all “Loan Documents” (as defined in the Original Credit Agreement and all references to any Article or Section (or subsection) of this Agreement in any other Note Document shall be amended to become references to including, without limitation, the corresponding provisions of this Agreement; (c) this Agreement shall not constitute a novation of the obligations and liabilities of the parties under the Original Note Purchase Agreement or the other Note Documents as in effect prior to the Restatement Date and that remain outstanding as of the Restatement Date and all obligations under the Original Note Purchase Agreement (as such obligations may be amended, supplemented, replaced, expanded, extended or otherwise modified hereby on the Restatement DateSPC Pledge) shall constitute obligations hereunder and shall continue to be valid, enforceable and remain in full force and effect and not to be impaired, in any respect, by the effectiveness of this Agreement; provided that this clause (c) is subject constitute Loan Documents hereunder and all references to the terms of “Administrative Agent”, the Restructuring Support “Credit Agreement; and (d) this amendment ” and restatement of the Original Note Purchase Agreement “Loan Documents” therein shall be limited as written deemed to refer to the Administrative Agent, this Agreement and not be a consent to any other amendmentthe Loan Documents, restatementrespectively. Each Borrower hereby ratifies, supplementconfirms, waiver or other modification and reaffirms all of any other provisions its obligations under any Note Documents, without regard to whether similar, and, except as expressly provided herein or in any other Note Document, all terms and conditions of the Note Documents remain in full force and effect unless otherwise specifically amended hereby. (e) Each Australian Obligor confirms for the benefit of the Secured Parties that all Guaranteed Obligations owed by it under this Agreement shall (a) remain in full force and effect (except to the extent expressly terminated) notwithstanding the amendment and restatement of in its entirety of the Original Note Purchase Agreement on the Restatement Date (as referred to in the Preamble) and (b) extend to any new obligations assumed by any Australian Obligor under the Note Documents (including, but not limited to, under this Agreement). (f) Each Australian Obligor confirms for the benefit of the Secured Parties that, the Lien created by it pursuant to each Australian Security such Loan Document to which it is a party and acknowledges and agrees that all Liens in any of its assets and properties created under any such Loan Documents shall (a) remain continue in full force and effect and shall secure the Obligations and Hedging Obligations (except to the extent expressly terminated) notwithstanding the amendments referred to in the Preamble and (b) continue to secure its Obligations under the Note Documents each as amended (including, but not limited to, under this Agreementdefined hereunder).

Amended and Restatement. Each of the parties hereto agrees as follows: (a) this Agreement (including all Exhibits and Schedules) shall amend, restate and replace in its entirety the Original Note Purchase Agreement (including all exhibits and schedules attached thereto) on the Restatement Date; (b) from and after the Restatement Date, all references to the “Note Purchase Agreement” contained in the Note Documents shall be deemed to refer to this Agreement and all references to any Article or Section (or subsection) of this Agreement in any other Note Document shall be amended to become references to the corresponding provisions of this Agreement; (c) this Agreement shall not constitute a novation of the obligations and liabilities of the parties under the Original Note Purchase Agreement or the other Note Documents as in ASIA-DOCS\12847562.6 DRAFT 076267-0001 effect prior to the Restatement Date and that remain outstanding as of the Restatement Date and all obligations under the Original Note Purchase Agreement (as such obligations may be amended, supplemented, replaced, expanded, extended or otherwise modified hereby on the Restatement Date) shall constitute obligations hereunder and shall continue to be valid, enforceable and in full force and effect and not to be impaired, in any respect, by the effectiveness of this Agreement; provided that this clause (c) is subject to the terms of the Restructuring Support Agreement; and (d) this amendment and restatement of the Original Note Purchase Agreement shall be limited as written and not be a consent to any other amendment, restatement, supplement, waiver or other modification of any other provisions under any Note Documents, without regard to whether similar, and, except as expressly provided herein or in any other Note Document, all terms and conditions of the Note Documents remain in full force and effect unless otherwise specifically amended hereby. (e) Each Australian Obligor confirms for the benefit of the Secured Parties that all Guaranteed Obligations owed by it under this Agreement shall (a) remain in full force and effect (except to the extent expressly terminated) notwithstanding the amendment and restatement of in its entirety of the Original Note Purchase Agreement on the Restatement Date (as referred to in the Preamble) and (b) extend to any new obligations assumed by any Australian Obligor under the Note Documents (including, but not limited to, under this Agreement). (f) Each Australian Obligor confirms for the benefit of the Secured Parties that, the Lien created by it pursuant to each Australian Security Document to which it is a party shall (a) remain in full force and effect (except to the extent expressly terminated) notwithstanding the amendments referred to in the Preamble and (b) continue to secure its Obligations under the Note Documents as amended (including, but not limited to, under this Agreement).