Common use of Effectiveness of Amendment and Restatement; No Novation Clause in Contracts

Effectiveness of Amendment and Restatement; No Novation. The amendment and restatement of the Existing Credit Agreement pursuant to this Agreement shall be effective on the Effective Date. All obligations and rights of the Loan Parties, the Administrative Agent, the Issuing Lenders and the Lenders arising out of or relating to the period commencing on the Effective Date shall be governed by the terms and provisions of this Agreement; the obligations and rights of the Loan Parties, the Administrative Agent and the Lenders during the period prior to the Effective Date shall continue to be governed by the Existing Credit Agreement without giving effect to the amendment and restatement provided for herein. This Agreement shall not constitute a novation or termination of the Loan Parties’ obligations under the Existing Credit Agreement or any document, note or agreement executed or delivered in connection therewith, but shall constitute an amendment and restatement of the obligations and covenants of the Loan Parties under such documents, notes and agreements, and the Loan Parties hereby reaffirm all such obligations and covenants, as amended and restated hereby. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the “Obligations” pursuant to the Existing Loan Documents, 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 Existing Credit Agreement, the other Existing Loan Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by another Loan Document. 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 Existing Credit Agreement or any other Existing Loan Document. 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 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 Effective Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing 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 Lender Parties a Lien on any collateral as security for the “Obligations” from time to time existing in respect of the Existing 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 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 desirable, as determined by the Administrative Agent in the Administrative Agent’s reasonable discretion, to ensure that the Administrative Agent’s Liens pursuant to the Existing Loan Documents continue to secure the Obligations under this Agreement and under the other Loan Documents.

Effectiveness of Amendment and Restatement; No Novation. The amendment and restatement of the Existing Credit Agreement pursuant to this Agreement shall be effective on the Effective Date. All obligations and rights of the Loan Parties, the Administrative Agent, the Issuing Lenders and the Lenders arising out of or relating to the period commencing on the Effective Date shall be governed by the terms and provisions of this Agreement; the obligations and rights of the Loan Parties, the Administrative Agent and the Lenders during arising out of or relating to the period prior to the Effective Date shall continue to be governed by the Existing Credit Agreement without giving effect to the amendment and restatement provided for herein. This Agreement shall not constitute a novation or termination of the Loan Parties’ obligations under the Existing Credit Agreement or any document, note or agreement executed or delivered in connection therewith, but shall constitute an amendment and restatement of the obligations and covenants of the Loan Parties under such documents, notes and agreements, and the Loan Parties hereby reaffirm all such obligations and covenants, as amended and restated hereby. This Notwithstanding the above, any amendment or other modification to this Agreement does not extinguish entered into after the obligations Effective Date which meets the requirements of Section 11.1 shall be effective as of the date specified in such amendment or other modification for the payment effectiveness thereof. All obligations and rights of money outstanding under the Existing Credit Agreement or discharge or release the “Obligations” pursuant to the Existing Loan DocumentsParties, the Administrative Agent’s Liens pursuant , the Issuing Lenders and the Lenders arising out of or relating to the Existing Loan Documents period commencing on the date specified in such amendment or other modification for the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained effectiveness thereof shall be construed as a substitution governed by the terms and provisions of such amendment or novation other modification; the obligations and rights of the obligations outstanding under the Existing Credit AgreementLoan Parties, the other Existing Loan Documents Administrative Agent and the Lenders arising out of or instruments securing relating to the same, which shall remain period prior to the date specified in full force and effect, except as expressly modified hereby or by another Loan Document. Nothing expressed or implied in this Agreement shall be construed as a release such amendment or other discharge of modification for the Borrower or any other Loan Party from any of its obligations or liabilities as “Borrower”, a “Guarantor” or a “Loan Party” under the Existing Credit Agreement or any other Existing Loan Document. 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 Document to which it is a party that is not being amended and restated concurrently herewith is, and effectiveness thereof shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated be governed 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 Lender Parties a Lien on any collateral as security for the “Obligations” from time to time existing in respect of the Existing Credit Agreement and the other Existing Loan Documents, such Lien is hereby ratified and confirmed in all respects and continues in full force and without giving effect to secure the Obligations hereunder and under the such amendment or 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 desirable, as determined by the Administrative Agent in the Administrative Agent’s reasonable discretion, to ensure that the Administrative Agent’s Liens pursuant to the Existing Loan Documents continue to secure the Obligations under this Agreement and under the other Loan Documentsmodification.

Effectiveness of Amendment and Restatement; No Novation. The amendment and restatement of the Existing Credit Original Pledge Agreement pursuant to this Agreement shall be effective on the Effective Datedate hereof. All obligations and rights of the Loan Parties, Grantors and the Administrative Agent, the Issuing Lenders and the Lenders Agent arising out of or relating to the period commencing on the Effective Date date hereof shall be governed by the terms and provisions of this Agreement; the obligations and rights of the Loan Parties, Grantors and the Administrative Agent and the Lenders during the period prior to the Effective Date date hereof shall continue to be governed by the Existing Credit Original Pledge Agreement without giving effect to the amendment and restatement provided for herein. This Agreement shall not constitute a novation or termination of the Loan PartiesGrantors’ obligations under the Existing Credit Original Pledge Agreement or any document, note or agreement executed or delivered in connection therewith, but shall constitute an amendment and restatement of the obligations and 39769786.7 covenants of the Loan Parties Grantors under such documents, notes and agreements, and the Loan Parties Grantors hereby reaffirm all such obligations and covenants, as amended and restated hereby. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the “Obligations” pursuant to the Existing Loan Documents, the Administrative Agent’s Liens pursuant to the Existing Loan Documents Original Pledge Agreement 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 Existing Credit Agreement, the other Existing Loan Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by another Loan Document. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrower or any other Loan Party Grantor from any of its obligations or liabilities as “Borrower”, a “Guarantor” or a “Loan PartyGrantor” under the Existing Credit Agreement or any other Existing Loan DocumentOriginal Pledge Agreement. 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 Original Pledge Agreement shall continue in full force and effect. Each Loan Party hereby (i) confirms and agrees that each Existing Loan 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 Effective Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing 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 Lender Parties a Lien on any collateral as security for the “Obligations” from time to time existing in respect of the Existing 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 Obligations hereunder and under the other Loan Documents. Each Loan Party Grantor 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 desirable, as determined by the Administrative Agent in the Administrative Agent’s reasonable discretion, to ensure that the Administrative Agent’s Liens pursuant to the Existing Loan Documents Original Pledge Agreement continue to secure the Secured Obligations under this Agreement and under the other Loan Documents.

Effectiveness of Amendment and Restatement; No Novation. The amendment and restatement of the Existing Original Credit Agreement pursuant to this Agreement shall be effective on upon the Effective Datedate hereof. All obligations and rights of the Loan Parties, the Administrative Agent, the Issuing Agent and Lenders and the Lenders arising out of or relating to the period commencing on the Effective Date date hereof shall be governed by the terms and provisions of this Agreement; the obligations and rights of the Loan Parties, the Administrative Agent and the Lenders during relating to the period prior to the Effective Date date hereof shall continue to be governed by the Existing Original Credit Agreement without giving effect to the amendment and restatement provided for herein. This The “Obligations” under the Original Credit Agreement are in all respects continuing with only the terms thereof being modified as provided in this Agreement and, except as expressly provided herein, the Liens as granted under the Security Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations defined herein and are fully ratified and affirmed. Except as expressly provided hereinbelow, this Agreement shall not constitute a novation or termination of the Loan Parties’ obligations under the Existing Original Credit Agreement (including, without limitation, the obligations of the Guarantors under §34 of the Original Credit Agreement) or any document, note or agreement executed or delivered in connection therewith, but shall constitute an amendment and restatement of the obligations and covenants of the Loan Parties under such 127 documents, notes and agreements, and the Loan Parties hereby reaffirm all such obligations and covenants, as amended and restated hereby. This Agreement does not extinguish Notwithstanding the foregoing, all obligations for of Firstland Investment Corporation and LIC Ventures (collectively, the payment of money outstanding “Release Parties”) under the Existing “Loan Documents” (as defined in the Original Credit Agreement Agreement) are hereby released and all Liens granted by the Release Parties under or discharge or in connection with such “Loan Documents” are terminated and released without any further action by any party. It is expressly acknowledged and agreed that the foregoing release the “Obligations” pursuant and termination shall apply only with respect to the Existing Loan Documents, the Administrative Agent’s Liens pursuant Release Parties and not with respect 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 Existing Credit Agreement, the other Existing Loan Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by another Loan Document. 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 Existing Credit Agreement or any other Existing Loan Document. 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 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 Effective Date all references in any such Loan Document to “the Original Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing 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 Lender Parties a Lien on any collateral as security for the “Obligations” from time to time existing in respect of the Existing 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 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 desirable, as determined by the Administrative Agent in the Administrative Agent’s reasonable discretion, to ensure that the Administrative Agent’s Liens pursuant to the Existing Loan Documents continue to secure the Obligations under this Agreement and under the other Loan Documents.128

Effectiveness of Amendment and Restatement; No Novation. The amendment and restatement of the Existing Credit Agreement pursuant to this Agreement shall be effective on the Effective Date. All obligations and rights of the Loan Parties, the Administrative Agent, the Issuing Lenders and the Lenders arising out of or relating to the period commencing on the Effective Date shall be governed by the terms and provisions of this Agreement; the obligations and rights of the Loan Parties, the Administrative Agent and the Lenders during the period prior to the Effective Date shall continue to be governed by the Existing Credit Agreement without giving effect to the amendment and restatement provided for herein. This Agreement shall not constitute a novation or termination of the Loan Parties’ obligations under the Existing Credit Agreement or any document, note or agreement executed or delivered in connection therewith, but shall constitute an amendment and restatement of the obligations and covenants of the Loan Parties under such documents, notes and agreements, and the Loan Parties hereby reaffirm all such obligations and covenants, as amended and restated hereby. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the “Obligations” pursuant to the Existing Loan Documents, 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 Existing Credit Agreement, the other Existing Loan Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by another Loan Document. 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 Existing Credit Agreement or any other Existing Loan Document. 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 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 234 46267678.11 and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing 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 Lender Parties a Lien on any collateral as security for the “Obligations” from time to time existing in respect of the Existing 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 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 desirable, as determined by the Administrative Agent in the Administrative Agent’s reasonable discretion, to ensure that the Administrative Agent’s Liens pursuant to the Existing Loan Documents continue to secure the Obligations under this Agreement and under the other Loan Documents.

Effectiveness of Amendment and Restatement; No Novation. The amendment and restatement of the Existing Original Credit Agreement pursuant to this Agreement shall be effective on upon the Effective Datedate hereof. All obligations and rights of the Loan Parties, the Administrative Agent, the Issuing Agent and Lenders and the Lenders arising out of or relating to the period commencing on the Effective Date date hereof shall be governed by the terms and provisions of this Agreement; the obligations and rights of the Loan Parties, the Administrative Agent and the Lenders during relating to the period prior to the Effective Date date hereof shall continue to be governed by the Existing Original Credit Agreement without giving effect to the amendment and restatement provided for herein. This The “Obligations” under the Original Credit Agreement are in all respects continuing with only the terms thereof being modified as provided in this Agreement and, except as expressly provided herein, the Liens as granted under the Security Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations defined herein and are fully ratified and affirmed. Except as expressly provided hereinbelow, this Agreement shall not constitute a novation or termination of the Loan Parties’ obligations under the Existing Original Credit Agreement (including, without limitation, the obligations of the Guarantors under §34 of the Original Credit Agreement) or any document, note or agreement executed or delivered in connection therewith, but shall constitute an amendment and restatement of the obligations and covenants of the Loan Parties under such documents, notes and agreements, and the Loan Parties hereby reaffirm all such obligations and covenants, as amended and restated hereby. This Agreement does not extinguish Notwithstanding the foregoing, all obligations for of Firstland Investment Corporation and LIC Ventures (collectively, the payment of money outstanding “Release Parties”) under the Existing “Loan Documents” (as defined in the Original Credit Agreement Agreement) are hereby released and all Liens granted by the Release Parties under or discharge or in connection with such “Loan Documents” are terminated and released without any further action by any party. It is expressly acknowledged and agreed that the foregoing release the “Obligations” pursuant and termination shall apply only with respect to the Existing Loan Documents, the Administrative Agent’s Liens pursuant Release Parties and not with respect 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 Existing Credit Agreement, the other Existing Loan Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by another Loan Document. 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 Existing Credit Agreement or any other Existing Loan Document. 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 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 Effective Date all references in any such Loan Document to “the Original Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing 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 Lender Parties a Lien on any collateral as security for the “Obligations” from time to time existing in respect of the Existing 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 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 desirable, as determined by the Administrative Agent in the Administrative Agent’s reasonable discretion, to ensure that the Administrative Agent’s Liens pursuant to the Existing Loan Documents continue to secure the Obligations under this Agreement and under the other Loan Documents.