Effectiveness of Amendment and Restatement Clause Samples

Effectiveness of Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall be effective when the following conditions precedent have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by the Borrowers in favor of each Lender requesting a Note. (c) The Administrative Agent shall have received opinions, addressed to it and the Lenders and dated the Restatement Closing Date, of counsel to the Borrowers and covering such matters relating to the Borrowers, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent, its counsel or any Lender may reasonably request relating to the organization, existence and good standing of each of the Borrowers, the authorization of the Transactions and any other legal matters relating to each of the Borrowers, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received evidence (which the Borrowers shall not be required to deliver) in the form of the most current “List of Qualified U.S. Financial Institutions” approved by the NAIC, that each Lender is (i) a NAIC Approved Bank or (ii) an Existing Non-NAIC Approved Bank. (f) The Administrative Agent shall have received copies of any agreements entered into among any Existing Non-NAIC Approved Bank, another Lender or another financial institution acceptable to the Administrative Agent, the Several L/C Agent and the Borrowers that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Existing Non-NAIC Approved Bank for so long as such Existing Non-NAIC Approved Bank is a Non-NAIC Approved Bank and is a party hereto. (g) The Administrative Agent shall have received all fees and amounts due and payable, under any Fee Letter or otherwise, on or prior to the Restatement Closing Date, including, (i) all upfront fees payable to the Lenders and to t...

Effectiveness of Amendment and Restatement. This Agreement and the other Credit Documents, shall, except as otherwise expressly set forth herein, supersede the Existing Credit Agreement and all other agreements between the parties with respect to the Advances and Documentary Credits outstanding under the Existing Credit Agreement as of the Effective Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Credit Documents executed and delivered herewith do not constitute a novation or termination of the obligations under the Existing Credit Agreement and the other Credit Documents as in effect prior to the Effective Date, (b) such obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Credit Documents, (c) the security interests and other Encumbrances created under the Security Documents prior to the date hereof in favour of the Collateral Agent (as defined in the Existing Credit Agreement) or Barclays Bank PLC, as Administrative Agent (under the Existing Credit Agreement) for the benefit of the Secured Parties (as defined in the Security Documents) securing payment of such obligations are in all respects continuing in full force and effect, and (d) all references in the other Credit Documents (i) to the Existing Credit Agreement or ‘Credit Agreement’ shall be deemed to refer without further amendment to this Agreement, (ii) to the ‘Administrative Agent’ shall be deemed to refer without further amendment to the Administrative Agent as defined in this Agreement, (iii) to the ‘Lenders’ or a ‘Lender’ shall be deemed to refer without further amendment to the Lenders as defined in this Agreement, and (iv) to the ‘Collateral Agent’ shall be deemed to refer without further amendment to the Collateral Agent as defined in this Agreement.

Effectiveness of Amendment and Restatement. On and after the Amendment and Restatement Effective Date, all obligations of the Lead Borrower under the Original Loan Agreement shall continue in full force and effect as obligations of the Lead Borrower hereunder and the provisions of the Original Loan Agreement shall be superseded by the provisions hereof except for provisions under the Original Loan Agreement that expressly survive the termination thereof. The parties hereto acknowledge and agree that (a) the amendment and restatement of the Original Loan Agreement pursuant to this Agreement and all other Loan Documents executed and delivered in connection herewith shall not constitute a novation of the Original Loan Agreement and the other Loan Documents as in effect prior to the Amendment and Restatement Effective Date and (b) all references in the other Loan Documents to the Original Loan Agreement shall be deemed to refer without further amendment to this Agreement.

Effectiveness of Amendment and Restatement. The amendment and restatement of this Agreement set forth herein shall become effective as of the date hereof upon (a) receipt by the Administrative Agent of counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the other parties hereto and by Noteholders representing the Required Class B Owners and Required Class B Purchasers, (b) receipt by the Administrative Agent (for the account of each Class B Purchaser) of the extension and amendment fees due to each Class B Purchaser under their respective fee letter agreements, each dated as of the date hereof, among such Class B Purchaser, the Issuer and the Administrative Agent and (c) satisfaction of the Rating Agency Condition.

Effectiveness of Amendment and Restatement. Upon effectiveness of the Registration Statement relating to the Initial Public Offering, the Original Agreement shall thereupon be deemed to be amended and restated as hereinabove set forth as fully and with the same effect as if the amendments and restatements made hereby were originally set forth in the Original Agreement, but such amendments and restatements shall not operate so as to render invalid or improper any action heretofore taken under the Original Agreement.

Effectiveness of Amendment and Restatement. This Agreement amends and restates certain provisions of the Original Agreement, as amended as of the date of this Agreement, and restates the terms of the Original Agreement, as amended as of the date of this Agreement, in their entirety. All amendments to the Original Agreement effected by this Agreement, and all other covenants, agreements, terms and provisions of this Agreement, shall have effect as of the date of the Original Agreement, unless expressly stated otherwise. This Agreement shall be effective as of the date that copies hereof have been executed and delivered upon execution by each of the parties hereto. February 2021 - April 2023 – First Amendment to

Effectiveness of Amendment and Restatement. On the Restatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Restatement Effective Date and which remain outstanding; and (b) except for any Obligations (as defined in the Existing Credit Agreement) which are expressly contemplated to be repaid on the Restatement Effective Date and to the extent are in fact so repaid, the Obligations (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuing, and shall continue to be secured as provided in the Collateral Documents.

Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall occur upon receipt by the Administrative Agent of the following documents, each dated the Restatement Date unless otherwise indicated: (a) an opinion of the Deputy General Counsel of the Company, substantially in the form of Exhibit C hereto and an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ London LLP, counsel to CTHL, in form and substance reasonably satisfactory to the Required Lenders; (b) an opinion of ▇▇▇▇▇▇▇▇ & Sterling LLP, special counsel for the Administrative Agent, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the following documents of each of the Company and CTHL, each certified as indicated below: (i) a copy of the certificate of incorporation or other applicable organizational or charter document, as then in effect, certified as of a recent date by the Secretary of State (or other appropriate governmental authority) of its jurisdiction of organization (and in the case of CTHL, certified by a director or secretary of CTHL), and (to the extent applicable and available in the relevant jurisdiction) a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by such Borrower (and for the avoidance of doubt such certificate shall not be required for CTHL); and (ii) a certificate of a Director, the Secretary or an Assistant Secretary of each Borrower, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Agreement and the Advances hereunder and such other documents to which such ▇▇▇▇▇▇▇▇ is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the organizational document of such Borrower has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement and each of the other documents to...

Effectiveness of Amendment and Restatement. Until this Credit Agreement becomes effective in accordance with the requirements of Section 5.01, the Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On the Effective Date, the Existing Credit Agreement will be automatically amended and restated to read as set forth in this Credit Agreement. The rights and obligations of the parties hereto shall be governed (i) prior to the Effective Date, by the Existing Credit Agreement and (ii) on and after the Effective Date, by this Credit Agreement. Once the Effective Date has occurred, all references to the “Credit Agreement” in any Loan Document or any other document, instrument, agreement or writing shall be deemed to refer to the Credit Agreement as amended and restated hereby. Each Loan Party acknowledges and agrees that the execution and delivery of this Credit Agreement shall not serve to effect a novation of the Obligations.