Common use of Amendment and Restatement and Continuing Security Clause in Contracts

Amendment and Restatement and Continuing Security. (a) As stated in the recitals hereof, this Agreement amends, restates and supersedes the Existing Term Loan Agreement, without novation. Upon the Closing Date, all references in any Loan Document and all other agreements, documents and instruments delivered by the Borrower, any Subsidiary Guarantor, any of the Lenders or any other Person to (i) the Existing Term Loan Agreement shall be deemed to refer to this Agreement (except where the context otherwise requires) and (ii) a “Lender” or the “Control Agent” shall mean such terms as defined in this Agreement. Upon the date hereof, all references in any Loan Document and all other agreements, documents and instruments delivered by the Parent to (i) the Existing Term Loan Agreement shall be deemed to refer to this Agreement (except where the context otherwise requires) and (ii) a “Lender” or the “Control Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Closing Date, all of the terms and conditions set forth in the Existing Term Loan Agreement shall be of no further force and effect; it being understood that all obligations of each Obligor under the Existing Term Loan Agreement shall be governed by this Second Amended and Restated Term Loan Agreement from and after the Closing Date. (b) The parties hereto acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Term Loan Agreement which remain unpaid and outstanding as of the Closing Date shall be and remain outstanding and payable as an obligation under this Agreement and the other Loan Documents. (c) Borrower hereby ratifies, affirms and acknowledges all of its obligations in respect of the Existing Term Loan Agreement, as amended and restated hereby, and the related documents and agreements delivered by it thereunder. (d) It is the intention of each of the parties hereto that the Existing Term Loan Agreement be amended and restated by the provisions hereof so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Term Loan Agreement and that all indebtedness and obligations of the Obligors hereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Term Loan Agreement provided that the foregoing shall not affect the amendment and addition of new obligations effected by this Agreement after the date hereof. Borrower hereby confirms that the validity, effect and enforceability of all Collateral and the guarantee of the Obligations by any Subsidiary Guarantors shall remain unaffected by this amendment and restatement. The parties agree that the Obligations secured by the Collateral and the guarantee of any Subsidiary Guarantors shall include the obligations under or in connection with this amendment and restatement (including any term loans).

Amendment and Restatement and Continuing Security. (a) As stated in the recitals hereof, this Agreement amends, restates and supersedes the Existing Term Loan Agreement, without novation. Upon the Closing Date, all references in any Loan Document and all other agreements, documents and instruments delivered by the Parent, Borrower, any Subsidiary Guarantor, any of the Lenders or any other Person to (i) the Existing Term Loan Agreement shall be deemed to refer to this Agreement (except where the context otherwise requires) and (ii) a “Lender” or the “Control Agent” shall mean such terms as defined in this Agreement. Upon the date hereof, all references in any Loan Document and all other agreements, documents and instruments delivered by the Parent to (i) the Existing Term Loan Agreement shall be deemed to refer to this Agreement (except where the context otherwise requires) and (ii) a “Lender” or the “Control Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Closing Date, all of the terms and conditions set forth in the Existing Term Loan Agreement shall be of no further force and effect; it being understood that all obligations of each Obligor under the Existing Term Loan Agreement shall be governed by this Second Amended and Restated Term Loan Agreement from and after the Closing Date. (b) The parties hereto acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Term Loan Agreement which remain unpaid and outstanding as of the Closing Date shall be and remain outstanding and payable as an obligation under this Agreement and the other Loan Documents. (c) Borrower hereby ratifies, affirms and acknowledges all of its obligations in respect of the Existing Term Loan Agreement, as amended and restated hereby, and the related documents and agreements delivered by it thereunder. (d) It is the intention of each of the parties hereto that the Existing Term Loan Agreement be amended and restated by the provisions hereof so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Term Loan Agreement and that all indebtedness and obligations of the Obligors hereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Term Loan Agreement provided that except to the foregoing shall not affect the amendment and addition of new obligations effected extent superseded by this Agreement after the date hereofClosing Date. Borrower hereby confirms that the validity, effect and enforceability of all Collateral and the guarantee of the Obligations by any Subsidiary Guarantors shall remain unaffected by this amendment and restatement. The parties agree that the Obligations secured by the Collateral and the guarantee of any Subsidiary Guarantors shall include the obligations under or in connection with this amendment and restatement (including any term loans).

Amendment and Restatement and Continuing Security. (a) As stated in the recitals hereof, this Agreement amendsis intended to amend, restates restate and supersedes supersede the Existing Term Loan Agreement, without novation. Upon the Closing Datedate hereof, all references in any Loan Document and all other agreements, documents and instruments delivered by the BorrowerBorrowers, any Subsidiary Guarantor, any of the Lenders or any other Person to (i) the Existing “Term Loan Agreement Agreement” shall be deemed to refer to this Second Amended and Restated Term Loan Agreement (except where the context otherwise requires) and (ii) a “Lender” or the “Control Agent” shall mean such terms as defined in this Agreement. Upon the date hereof, all references in any Loan Document Second Amended and all other agreements, documents and instruments delivered by the Parent to (i) the Existing Restated Term Loan Agreement shall be deemed to refer to this Agreement (except where the context otherwise requires) and (ii) a “Lender” or the “Control Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Closing Datedate hereof, all of the terms and conditions set forth in the Existing Term Loan Agreement shall be of no further force and effect; it being understood that all obligations of each Obligor under the Existing Term Loan Agreement shall be governed by this Second Amended and Restated Term Loan Agreement from and after the Closing Datedate hereof. (b) The parties hereto acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Term Loan Agreement which remain unpaid and outstanding as of the Closing Date date hereof shall be and remain outstanding and payable as an obligation under this Agreement and the other Loan Documents. (c) Borrower The Borrowers hereby ratifiesratify, affirms affirm and acknowledges acknowledge all of its their obligations in respect of the Existing Term Loan Agreement, as amended and restated hereby, and the related documents and agreements delivered by it thereunder. (d) It is the intention of each of the parties hereto that the Existing Term Loan Agreement be amended and restated by the provisions hereof so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Term Loan Agreement and that all indebtedness and obligations of the Obligors hereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Term Loan Agreement provided that the foregoing shall not affect the amendment and addition of new obligations effected by this Second Amended and Restated Term Loan Agreement after the date hereof. Borrower The Borrowers hereby confirms confirm that the validity, effect and enforceability of all Collateral and the guarantee of the Obligations by any Subsidiary Guarantors shall remain unaffected by this amendment and restatement. The parties agree that the Obligations secured by the Collateral and the guarantee of any Subsidiary Guarantors shall include the obligations under or in connection with this amendment Second Amended and restatement (including any term loans)Restated Term Loan Agreement.

Amendment and Restatement and Continuing Security. (a) As stated in the recitals hereof, this Agreement amendsis intended to amend, restates restate and supersedes supersede the Existing Term Loan Agreement, without novation. Upon the Closing Date, all references in any Loan Document and all other agreements, documents and instruments delivered by the Borrower, any Subsidiary Guarantor, any of the Lenders or any other Person to (i) the Existing “Term Loan Agreement Agreement” shall be deemed to refer to this Amended and Restated Term Loan Agreement (except where the context otherwise requires) and (ii) a “Lender” or the “Control Agent” shall mean such terms as defined in this Agreement. Upon the date hereof, all references in any Loan Document Amended and all other agreements, documents and instruments delivered by the Parent to (i) the Existing Restated Term Loan Agreement shall be deemed to refer to this Agreement (except where the context otherwise requires) and (ii) a “Lender” or the “Control Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Closing Date, all of the terms and conditions set forth in the Existing Term Loan Agreement shall be of no further force and effect; it being understood that all obligations of each Obligor under the Existing Term Loan Agreement shall be governed by this Second Amended and Restated Term Loan Agreement from and after the Closing Date. (b) The parties hereto acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Term Loan Agreement which remain unpaid and outstanding as of the Closing Date shall be and remain outstanding and payable as an obligation under this Agreement and the other Loan Documents. (c) Borrower hereby ratifies, affirms and acknowledges all of its obligations in respect of the Existing Term Loan Agreement, as amended and restated hereby, and the related documents and agreements delivered by it thereunder. (d) It is the intention of each of the parties hereto that the Existing Term Loan Agreement be amended and restated by the provisions hereof so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Term Loan Agreement and that all indebtedness and obligations of the Obligors hereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Term Loan Agreement provided that except to the foregoing shall not affect the amendment and addition of new obligations effected extent superseded by this Amended and Restated Term Loan Agreement after the date hereofClosing Date. Borrower hereby confirms that the validity, effect and enforceability of all Collateral and the guarantee of the Obligations by any Subsidiary Guarantors shall remain unaffected by this amendment and restatement. The parties agree that the Obligations secured by the Collateral and the guarantee of any Subsidiary Guarantors shall include the obligations under or in connection with this amendment and restatement (including any term loans).

Amendment and Restatement and Continuing Security. (a) As stated in the recitals hereof, this Agreement amendsis intended to amend, restates restate and supersedes supersede the Existing Term Loan Agreement, without novation. Upon the Closing Datedate hereof, all references in any Loan Document and all other agreements, documents and instruments delivered by the BorrowerBorrowers, any Subsidiary Guarantor, any of the Lenders or any other Person to (i) the Existing “Term Loan Agreement Agreement” shall be deemed to refer to this Amended and Restated Term Loan Agreement (except where the context otherwise requires) and (ii) a “Lender” or the “Control Agent” shall mean such terms as defined in this Agreement. Upon the date hereof, all references in any Loan Document Amended and all other agreements, documents and instruments delivered by the Parent to (i) the Existing Restated Term Loan Agreement shall be deemed to refer to this Agreement (except where the context otherwise requires) and (ii) a “Lender” or the “Control Agent” shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Closing Datedate hereof, all of the terms and conditions set forth in the Existing Term Loan Agreement shall be of no further force and effect; it being understood that all obligations of each Obligor under the Existing Term Loan Agreement shall be governed by this Second Amended and Restated Term Loan Agreement from and after the Closing Datedate hereof. (b) The parties hereto acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Term Loan Agreement which remain unpaid and outstanding as of the Closing Date date hereof shall be and remain outstanding and payable as an obligation under this Agreement and the other Loan Documents. (c) Borrower The Borrowers hereby ratifiesratify, affirms affirm and acknowledges acknowledge all of its their obligations in respect of the Existing Term Loan Agreement, as amended and restated hereby, and the related documents and agreements delivered by it thereunder. (d) It is the intention of each of the parties hereto that the Existing Term Loan Agreement be amended and restated by the provisions hereof so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Term Loan Agreement and that all indebtedness and obligations of the Obligors hereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Term Loan Agreement provided that except to the foregoing shall not affect the amendment and addition of new obligations effected extent superseded by this Amended and Restated Term Loan Agreement after the date hereof. Borrower The Borrowers hereby confirms confirm that the validity, effect and enforceability of all Collateral and the guarantee of the Obligations by any Subsidiary Guarantors shall remain unaffected by this amendment and restatement. The parties agree that the Obligations secured by the Collateral and the guarantee of any Subsidiary Guarantors shall include the obligations under or in connection with this amendment Amended and restatement (including any term loans)Restated Term Loan Agreement.