Common use of Amendment and Restatement; Integration; Effectiveness Clause in Contracts

Amendment and Restatement; Integration; Effectiveness. (i) Upon this Agreement becoming effective pursuant to Section 1 of Exhibit II hereof: (a) all terms and conditions of the Existing Receivables Purchase Agreement and any other Transaction Documents executed and delivered pursuant thereto, as amended by this Agreement and the other Transaction Documents being executed and delivered in connection herewith, shall be and remain in full force and effect, as so amended, and shall constitute and continue to be the legal, valid, binding and enforceable obligations of the Seller and the Servicer and of the Administrator, the Purchaser Agents and the Purchasers; (b) the terms and conditions of the Existing Receivables Purchase Agreement shall be amended as set forth herein and, as so amended, the Existing Receivables Purchase Agreement shall be restated in its entirety, but shall be amended only with respect to the rights, duties and obligations among the Seller, the Servicer, the Administrator, the Purchaser Agents and the Purchasers accruing from and after the date hereof; and (c) any and all references in the Transaction Documents to the Existing Receivables Purchase Agreement shall, without further action of the parties, be deemed a reference to the Existing Receivables Purchase 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. Subject to the foregoing, this Agreement and the other Transaction Documents represent the entire agreement of the Seller, the Servicer, Administrator, the Purchaser Agents and the Purchasers with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrator, the Purchaser Agents and the Purchasers relative to the subject matter hereof not expressly set forth or referred to herein or in the other Transaction Documents.

Amendment and Restatement; Integration; Effectiveness. (i) Upon this Agreement becoming effective pursuant to Section 1 of Exhibit II 6.01 hereof: (a) all terms and conditions of the Existing Receivables Purchase Financing Agreement and any other Transaction Documents executed and delivered pursuant thereto, as amended by this Agreement and the other Transaction Documents being executed and delivered in connection herewith, shall be and remain in full force and effect, as so amended, and shall constitute and continue to be the legal, valid, binding and enforceable obligations of the Seller Borrower and the Servicer and of the AdministratorAdministrative Agent, the Purchaser Agents XX Xxxxx, Group Agent, LC Participants and the PurchasersLenders; (b) the terms and conditions of the Existing Receivables Purchase Financing Agreement shall be amended as set forth herein and, as so amended, the Existing Receivables Purchase Financing Agreement shall be restated in its entirety, but shall be amended only with respect to the rights, duties and obligations among the SellerBorrower, the Servicer, the AdministratorLenders, the Purchaser Agents XX Xxxxx, the LC Participants and the Purchasers Administrative Agent accruing from and after the date hereof; (c) the commitments of those lenders under the Existing Financing Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall continue and those commitments of the Non-Continuing Lenders under the Existing Financing Agreement shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders; (d) all outstanding “Loans” (but not any “Letters of Credit”) under the Existing Financing Agreement shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 5.02 of the Existing Financing Agreement in connection with such payment, and all fees accrued under the Existing Financing Agreement through the Closing Date) with the proceeds of the initial Loans made by the Continuing Lenders under this Agreement in accordance with their respective Percentages as provided herein, with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Letters of Credit) to be made in accordance with the respective Commitments of the Continuing Lenders as provided herein; (e) any “LC Participation Amount” of the Non-Continuing Lenders under the Existing Financing Agreement shall be deemed to be transferred to the Continuing Lenders in accordance with the respective Commitments of such Continuing Lenders, and (cf) any and all references in the Transaction Documents to the Existing Receivables Purchase Financing Agreement shall, without further action of the parties, be deemed a reference to the Existing Receivables Purchase Financing 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. Subject to the foregoing, this Agreement and the other Transaction Documents represent the entire agreement of the SellerBorrower, the Servicer, Administratorthe Administrative Agent, the Purchaser Agents LC Bank, the LC Participants and the Purchasers Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the AdministratorAdministrative Agent, the Purchaser Agents and the Purchasers any LC Bank, any LC Participants or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Transaction Documents.