Common use of Effect of Amendment; No Novation Clause in Contracts

Effect of Amendment; No Novation. The amendment and restatement of the Prior Credit Agreement pursuant to this Agreement shall be effective as of the Closing Date. All obligations and rights of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders arising out of or relating to the period commencing on the Closing Date shall be governed by the terms and provisions of this Agreement; the obligations of and rights of the Borrower, the other Loan Parties, the Administrative Agent, and the Lenders (as defined in the Prior Credit Agreement) arising out of or relating to the period prior to the Closing Date shall continue to be governed by the Prior Credit Agreement without giving effect to the amendment and restatements provided for herein. This Agreement shall not constitute a novation or termination of the Borrower’s or any other Loan Party’s obligations under the Prior Credit Agreement or any other Loan Paper executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Borrower and each other Loan Party under such Loan Papers (and the Borrower and each other Loan Party hereby reaffirms all such obligations and covenants, as hereby amended). This Agreement does not extinguish the obligations for the payment of money outstanding under the Prior Credit Agreement or discharge or release the “Obligations” pursuant to the Existing Loan Papers. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Prior Credit Agreement, the other Existing Loan Papers or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by another Loan Paper. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrower or any other Loan Party from any of its obligations or liabilities as “Borrower”, a “Guarantor” or a “Loan Party” under the Prior Credit Agreement or any other Existing Loan Paper. Each Loan Party hereby (i) confirms and agrees that each Existing Loan Paper to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Paper to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Credit Agreement shall mean the Prior Credit Agreement as amended and restated by this Agreement.

Effect of Amendment; No Novation. The amendment and restatement of the Prior Credit Agreement pursuant to (a) Except as expressly set forth herein, this Agreement shall be effective as not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Closing Date. All obligations and rights of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders arising out of or relating to the period commencing on the Closing Date shall be governed by the terms and provisions of this Agreement; the obligations of and rights of the Borrower, the other Loan Parties, the Administrative Agent, and the Lenders (as defined or the Issuing Banks under the Existing Credit Agreement and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Prior Existing Credit Agreement) arising out , all of or relating to the period prior to the Closing Date which shall continue in full force and effect in accordance with the provisions thereof. Nothing herein shall be deemed to be governed by entitle the Prior Credit Agreement without giving effect Company or the Dutch Borrower on any other occasion to the amendment and restatements provided for herein. This Agreement shall not constitute a novation consent to, or termination a waiver, amendment, modification or other change of, any of the Borrower’s terms, conditions, obligations, covenants or any other Loan Party’s obligations under agreements contained in the Prior Amended Credit Agreement or any other Loan Paper executed Document in similar or delivered different circumstances. (b) On and after the Amendment Effective Date, each reference in connection therewiththe Existing Credit Agreement to “this Agreement”, but “hereunder”, “hereof”, “herein” or words of like import, as used in the Existing Credit Agreement, shall constitute effective on refer to the date hereof an amendment Existing Credit Agreement as amended hereby, and restatement of the obligations and covenants of the Borrower and each term “Credit Agreement”, as used in any other Loan Party under such Loan Papers (and Document, shall mean the Borrower and each other Loan Party hereby reaffirms all such obligations and covenants, Existing Credit Agreement as hereby amended)amended hereby. This Agreement does not shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents. (c) Neither this Agreement nor the effectiveness of the amendments to the Existing Credit Agreement effected hereby shall extinguish the obligations for the payment of money outstanding under the Prior Existing Credit Agreement or discharge or release the “Obligations” pursuant to the Existing Loan PapersAgreement. Nothing herein contained shall be construed as a substitution or novation of any of the obligations outstanding under the Prior Existing Credit Agreement, the other Existing Loan Papers or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by another Loan Paperhereby. Nothing expressed or implied in this Agreement or the Amended Credit Agreement shall be construed as a release or other discharge of the Company, the Dutch Borrower or any other Loan Party under the Existing Credit Agreement or any other Loan Document from any of its obligations or and liabilities as “Borrower”thereunder, a “Guarantor” or a “Loan Party” under the Prior Credit Agreement or any other Existing Loan Paper. Each Loan Party hereby (i) confirms and agrees that each Existing Loan Paper to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Paper to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Credit Agreement shall mean the Prior Credit Agreement as amended and restated by this Agreementhereby.

Effect of Amendment; No Novation. The amendment (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and restatement remedies of Agent and Lenders under any Loan Document, and shall not alter, modify, amend or in any way affect any of the Prior terms, conditions, obligations, covenants or agreements contained in any Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Except as expressly set forth herein, nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in any Loan Document in similar or different circumstances. (b) From and after the Second Amendment Effective Date, the terms “Agreement,” “this Agreement,” “herein,” “hereinafter,” “hereto,” “hereof” and words of similar import, as used in the Credit Agreement, shall refer to the Credit Agreement pursuant to this as amended hereby, and the term “Credit Agreement,” as used in any Loan Document, shall mean the Credit Agreement as amended hereby. This Amendment shall be effective as constitute a “Loan Document” for all purposes of the Closing Date. All obligations Credit Agreement and rights of the Borrower, the other Loan Parties, Documents. (c) Neither this Amendment nor the Administrative Agent and the Lenders arising out of or relating to the period commencing on the Closing Date shall be governed by the terms and provisions of this Agreement; the obligations of and rights effectiveness of the Borrower, the other Loan Parties, the Administrative Agent, and the Lenders (as defined in the Prior Credit Agreement) arising out of or relating to the period prior to the Closing Date shall continue to be governed by the Prior Credit Agreement without giving effect to the amendment and restatements provided for herein. This Agreement shall not constitute a novation or termination of the Borrower’s or any other Loan Party’s obligations under the Prior Credit Agreement or any other Loan Paper executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Borrower and each other Loan Party under such Loan Papers (and the Borrower and each other Loan Party hereby reaffirms all such obligations and covenants, as hereby amended). This Agreement does not extinguish the obligations for the payment of money outstanding under the Prior Credit Agreement or discharge or release the “Obligations” pursuant to the Existing Loan Papersany guaranty thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations Obligations outstanding under the Prior Credit Agreement, the Guaranty and Security Agreement or the other Existing Loan Papers or instruments securing the sameDocuments, which shall remain in full force and effect, except as expressly modified hereby or by another Loan Paperhereby. Nothing expressed or implied in this Amendment, the Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower Borrowers under the Credit Agreement or any other Credit Party under any Loan Party Document from any of its obligations or and liabilities as “Borrower”, a “Guarantor” or a “Loan Party” under the Prior Credit Agreement or any other Existing Loan Paper. Each Loan Party hereby (i) confirms and agrees that each Existing Loan Paper to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Paper to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Credit Agreement shall mean the Prior Credit Agreement as amended and restated by this Agreement.

Effect of Amendment; No Novation. The amendment and restatement of the Prior Credit Agreement pursuant to this Agreement shall be effective (a) Except as of the Closing Date. All obligations and rights of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders arising out of expressly set forth herein or relating to the period commencing on the Closing Date shall be governed by the terms and provisions of this Agreement; the obligations of and rights of the Borrower, the other Loan Parties, the Administrative Agent, and the Lenders (as defined in the Prior Amended Credit Agreement) arising out of or relating to the period prior to the Closing Date shall continue to be governed by the Prior Credit Agreement without giving effect to the amendment and restatements provided for herein. This , this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a novation waiver of or termination otherwise affect the rights and remedies of the Borrower’s Lenders or any other Loan Party’s obligations the Agents under the Prior Existing Credit Agreement or any other Loan Paper executed Document and shall not alter, modify, amend or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement any way affect any of the obligations and terms, conditions, obligations, covenants of or agreements contained in the Borrower and each other Loan Party under such Loan Papers (and the Borrower and each other Loan Party hereby reaffirms all such obligations and covenants, as hereby amended). This Agreement does not extinguish the obligations for the payment of money outstanding under the Prior Existing Credit Agreement or discharge or release the “Obligations” pursuant to any other provision of the Existing Credit Agreement or of any other Loan Papers. Nothing herein contained Document, all of which are ratified and affirmed in all respects and shall be construed as a substitution or novation of the obligations outstanding under the Prior Credit Agreement, the other Existing Loan Papers or instruments securing the same, which shall remain continue in full force and effect. Without limiting the foregoing, except as expressly modified hereby or by another Loan Paper. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrower or any other Loan Party from any of its obligations or liabilities as “Borrower”, a “Guarantor” or a “Loan Party” under the Prior Credit Agreement or any other Existing Loan Paper. Each Loan Party hereby (i) the Security Documents and all of the Collateral does and shall continue to secure the payment of each Grantor’s Obligations (as defined in the Guarantee and Collateral Agreement) (including, for the avoidance of doubt, the New Term Loans) on the terms and conditions set forth in the Security Documents as amended hereby and (ii) each Guarantor hereby confirms and agrees that each Existing ratifies its continuing unconditional obligations as Guarantor under the Guarantee and Collateral Agreement with respect to all of its Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) (including, for the avoidance of doubt, the New Term Loans) thereunder under the Amended Credit Agreement and all other Loan Paper Documents to which it is a party that is as amended pursuant to this Amendment Agreement, all on the terms set forth in the Guarantee and Collateral Agreement. Notwithstanding anything herein or in any other Loan Document (including the Guarantee and Collateral Agreement) to the contrary, in the case of any Subsidiary Guarantor, Borrower Obligations and Guarantor Obligation (each as defined in the Guarantee and Collateral Agreement) shall not being amended include any Excluded Swap Obligations. (b) Nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. (c) On and restated concurrently herewith isafter the Amendment Effective Date, (i) each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import, and shall continue each reference to bethe “Credit Agreement”, in full force any other Loan Document shall be deemed a reference to the Amended Credit Agreement and effect (ii) each reference in any Loan Document to the “Closing Date” shall be deemed a reference to the Original Closing Date (as defined in the Amended Credit Agreement). This Amendment Agreement shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and is hereby ratified the other Loan Documents. (d) The changes to the definition of “Applicable Margin” in Section 1.01 of the Amended Credit Agreement effected pursuant to this Amendment Agreement shall apply and confirmed in all respects except that be effective on and after the Closing Date all references Amendment Effective Date. The definition of “Applicable Margin” in any such Loan Paper to “Section 1.01 of the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Existing Credit Agreement shall mean apply and be effective for the Prior period ending on, but not including, the Amendment Effective Date. (e) Nothing contained in this Amendment Agreement, the Amended Credit Agreement or any other Loan Document shall constitute or be construed as amended and restated by this Agreementa novation of any of the Obligations.

Effect of Amendment; No Novation. The amendment and restatement of the Prior Credit Agreement pursuant to this Agreement shall be effective as of the Closing Date. All obligations and rights of the Borrower, the other Loan Parties, the Administrative Agent Agent, the Lenders and the Lenders Issuing Lender arising out of or relating to the period commencing on the Closing Date shall be governed by the terms and provisions of this Agreement; the obligations of and rights of the Borrower, the other Loan Parties, the Administrative Agent, the Lenders and the Lenders Issuing Lender (as defined in the Prior Credit Agreement) arising out of or relating to the period prior to the Closing Date shall continue to be governed by the Prior Credit Agreement without giving effect to the amendment and restatements provided for herein. This Agreement shall not constitute a novation or termination of the Borrower’s or any other Loan Party’s obligations under the Prior Credit Agreement or any other Loan Paper Document executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Borrower and each other Loan Party under such Loan Papers Documents (and the Borrower and each other Loan Party hereby reaffirms all such obligations and covenants, as hereby amended). This Agreement does not extinguish the obligations for the payment of money outstanding under the Prior Credit Agreement or discharge or release the “Secured Obligations” pursuant to the Existing Loan PapersDocuments, the Administrative Agent’s Liens pursuant to the Existing Loan Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Prior Credit Agreement, the other Existing Loan Papers Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by another Loan PaperDocument. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrower or any other Loan Party from any of its obligations or liabilities as “Borrower”, a “Guarantor” or a “Loan Party” under the Prior Credit Agreement or any other Existing Loan PaperDocument. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Loan Documents shall continue in full force and effect. Each Loan Party hereby (i) confirms and agrees that each Existing Loan Paper Document to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Paper Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Credit Agreement shall mean the Prior Credit Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that any such Existing Loan Document purports to assign or pledge to the Administrative Agent for the benefit of the Lenders, or to grant to Administrative Agent for the benefit of the Secured Parties a Lien on any collateral as security for the “Secured Obligations” from time to time existing in respect of the Prior Credit Agreement and the other Existing Loan Documents, such Lien is hereby ratified and confirmed in all respects and continues in full force and effect to secure the Secured Obligations hereunder and under the other Loan Documents. Each Loan Party hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or reasonably required by the Administrative Agent, to ensure that the Administrative Agent’s Liens pursuant to the Existing Loan Documents continue to secure the Secured Obligations under this Agreement and under the other Loan Documents.

Effect of Amendment; No Novation. The amendment (a) Except as expressly set forth herein, this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and restatement remedies of the Prior Agent or the Lenders under any Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations (including, for the avoidance of doubt, any guarantee obligations and indemnity obligations of the Guarantors), covenants or agreements contained in any Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in any Loan Document in similar or different circumstances. (b) From and after the Eleventh Amendment Effective Date, the terms “Agreement,” “this Agreement,” “herein,” “hereinafter,” “hereto,” “hereof” and words of similar import, as used in the Existing Credit Agreement, shall refer to the Existing Credit Agreement pursuant to as amended by this Amendment Agreement, and the term “Credit Agreement,” as used in any Loan Document, shall mean the Amended Credit Agreement. This Amendment Agreement shall be effective as constitute a “Loan Document” for all purposes of the Closing Date. All obligations Amended Credit Agreement and rights of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders arising out of or relating to the period commencing on the Closing Date shall be governed by the terms and provisions of this Agreement; the obligations of and rights of the Borrower, the other Loan Parties, the Administrative Agent, and the Lenders Documents. (as defined in the Prior Credit Agreementc) arising out of or relating to the period prior to the Closing Date shall continue to be governed by the Prior Credit Agreement without giving effect to the amendment and restatements provided for herein. This Amendment Agreement shall not constitute a novation or termination of the Borrower’s or any other Loan Party’s obligations under the Prior Credit Agreement or any other Loan Paper executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Borrower and each other Loan Party under such Loan Papers (and the Borrower and each other Loan Party hereby reaffirms all such obligations and covenants, as hereby amended). This Agreement does not extinguish the obligations for the payment of money outstanding under the Prior Existing Credit Agreement or nor discharge or release the “Obligations” pursuant to the Existing Loan Papersany Guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations Obligations outstanding under the Prior Existing Credit Agreement or the Guarantee Agreement, the other Existing Loan Papers or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by another Loan Paperhereby. Nothing expressed or implied in this Amendment Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or any other Loan Party under any Loan Document (as defined in the Existing Credit Agreement) from any of its obligations or and liabilities as “Borrower”, a “Guarantor” or a “Loan Party” under the Prior Credit Agreement or any other Existing Loan Paper. Each Loan Party hereby (i) confirms and agrees that each Existing Loan Paper to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Paper to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Credit Agreement shall mean the Prior Credit Agreement as amended and restated by this Agreement.

Effect of Amendment; No Novation. The amendment and restatement of the Prior Credit Agreement pursuant to this Agreement shall be effective (a) Except as of the Closing Date. All obligations and rights of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders arising out of expressly set forth herein or relating to the period commencing on the Closing Date shall be governed by the terms and provisions of this Agreement; the obligations of and rights of the Borrower, the other Loan Parties, the Administrative Agent, and the Lenders (as defined in the Prior Amended Credit Agreement) arising out of or relating to the period prior to the Closing Date shall continue to be governed by the Prior Credit Agreement without giving effect to the amendment and restatements provided for herein. This , this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a novation waiver of or termination otherwise affect the rights and remedies of the Borrower’s Lenders or any other Loan Party’s obligations the Agents under the Prior Existing Credit Agreement or any other Loan Paper executed Document and shall not alter, modify, amend or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement any way affect any of the obligations and terms, conditions, obligations, covenants of or agreements contained in the Borrower and each other Loan Party under such Loan Papers (and the Borrower and each other Loan Party hereby reaffirms all such obligations and covenants, as hereby amended). This Agreement does not extinguish the obligations for the payment of money outstanding under the Prior Existing Credit Agreement or discharge or release the “Obligations” pursuant to any other provision of the Existing Credit Agreement or of any other Loan Papers. Nothing herein contained Document, all of which are ratified and affirmed in all respects and shall be construed as a substitution or novation of the obligations outstanding under the Prior Credit Agreement, the other Existing Loan Papers or instruments securing the same, which shall remain continue in full force and effect, except as expressly modified hereby or by another Loan Paper. . (b) Nothing expressed or implied in this Agreement herein shall be construed as deemed to entitle the Company to a release consent to, or a waiver, amendment, modification or other discharge change of, any of the Borrower terms, conditions, obligations, covenants or any other Loan Party from any of its obligations or liabilities as “Borrower”, a “Guarantor” or a “Loan Party” under agreements contained in the Prior Existing Credit Agreement or any other Existing Loan Paper. Each Loan Party hereby Document in similar or different circumstances. (ic) confirms and agrees that each Existing Loan Paper to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on On and after the Closing Date all references Amendment No. 6 Effective Date, each reference in any such Loan Paper the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import, and each reference to the “Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring in any other Loan Document shall be deemed a reference to the Prior Amended Credit Agreement. This Amendment Agreement shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement shall mean and the Prior other Loan Documents. (d) The parties hereto hereby consent to the Required Lender Amendments upon the terms and subject to the conditions set forth herein. Upon the Amendment No. 6 Effective Date, all conditions and requirements set forth in the Existing Credit Agreement or the other Loan Documents relating to the effectiveness of this Amendment Agreement, including the Required Lender Amendments, shall be deemed satisfied. (e) Nothing contained in this Amendment Agreement, the Amended Credit Agreement or any other Loan Document shall constitute or be construed as amended and restated by this Agreementa novation of any of the Obligations.