Common use of Assignment and Reallocation of Existing Commitments and Existing Loans Clause in Contracts

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b). (b) In connection with the prepayment and borrowing described in clause (a) above, each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On Each of the First Amendment Effective parties hereto severally and for itself agrees that on the Closing Date, the Borrower shall each Existing Lender hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (Bexcept as expressly set forth herein), (x) the prepayment toto each Lender, and borrowing from, any each such Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “hereby irrevocably purchases from such Existing Lender”) shall be effected by book entry to the extent that any , a portion of the amount prepaid to rights and obligations of such Existing Lender will be subsequently borrowed from under the Prior Credit Agreement and each other Loan Document in respect of its Existing Loans and Existing Commitments under the Prior Credit Agreement such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect theretoto the foregoing assignment and delegation and any changes to the Commitments effected pursuant hereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage percentage of the Commitments and portion of Loans, which, the Loans for the purposes of this Agreement and each other Loan Document, Document will be as set forth opposite such Person’s name on Schedule 1.01(b)1. (b) In connection with Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the prepayment provisions of this Section 2.28, (i) such Existing Lender is the legal and borrowing described beneficial owner of the portion of its rights and obligations in clause respect of its Existing Loans and Existing Commitments being assigned to each Lender as set forth above; and (aii) above, each such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (c) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Prior Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor Loan Party or the performance by any Obligor Loan Party of its obligations hereunder or under any other Loan Documentthe Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (d) The Borrowers, each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Existing Loans and Existing Commitments purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (e) Each Lender which is purchasing any portion of the Existing Loans and Existing Commitments shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On Each of the First parties hereto severally and for itself agrees that on the Amendment Effective Date, the Borrower shall each Existing Lender hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (Bexcept as expressly set forth herein), (x) the prepayment toto each Lender that is not an Existing Lender, and borrowing from, any each such Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “hereby irrevocably purchases from such Existing Lender”) shall be effected by book entry to the extent that any , a portion of the amount prepaid to rights and obligations of such Existing Lender will be subsequently borrowed from such Lender under the Existing Credit Agreement and each other Loan Document in respect of its Existing Loans and Commitments under (yand as defined in) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so Existing Credit Agreement such that, after giving effect theretoto the foregoing assignment and delegation, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of 's Revolving Loan Commitments and portion of Loans, which, the Existing Loans for the purposes of this Agreement and each other Loan Document, Document will be as set forth opposite such Person’s 's name on Schedule 1.01(b)Exhibit A to this Agreement. (a) Each Existing Lender hereby represents and warrants to each Lender, that immediately before giving effect to the provisions of this Section, (i) such Existing Lender is the legal and beneficial owner of the portion of its rights and obligations in respect of its Existing Loans being assigned to each Lender as set forth above; and (ii) such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor Borrower or the performance by any Obligor Borrower of its obligations hereunder or under any other Loan Documentthe Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (c) The Borrowers, each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Amendment Effective Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (d) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On Each of the First Amendment Effective parties hereto severally and for itself agrees that on the Closing Date, the Borrower shall each Existing Lender hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (Bexcept as expressly set forth herein), (x) the prepayment toto each Lender, and borrowing from, any each such Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “hereby irrevocably purchases from such Existing Lender”) shall be effected by book entry to the extent that any , a portion of the amount prepaid to rights and obligations of such Existing Lender will be subsequently borrowed from such Lender under the Existing Agreement and each other Loan Document in respect of its Existing Loans and Commitments under (yand as defined in) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so Existing Agreement such that, after giving effect theretoto the foregoing assignment and delegation and any increase in the Aggregate Commitments effected pursuant hereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of the Commitments and portion of Loans, which, the Loans for the purposes of this Agreement and each other Loan Document, Document will be as set forth opposite such Person’s name on Schedule 1.01(b)2.01. (b) In connection with Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the prepayment provisions of this Section 2.19, (i) such Existing Lender is the legal and borrowing described beneficial owner of the portion of its rights and obligations in clause respect of its Existing Loans being assigned to each Lender as set forth above; and (aii) above, each such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (c) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Agreement or any other Loan Document or (B) the financial condition of any Obligor Loan Party or the performance by any Obligor Loan Party of its obligations hereunder or under any other Loan Documentthe Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (d) The Borrower, each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Closing Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (e) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On Each of the First Amendment parties hereto severally and for itself agrees that on the Restatement Effective Date, the Borrower shall each Existing Lender hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (Bexcept as expressly set forth herein), (x) the prepayment toto each Lender, and borrowing from, any each such Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “hereby irrevocably purchases from such Existing Lender”) shall be effected by book entry to the extent that any , a portion of the amount prepaid to rights and obligations of such Existing Lender will be subsequently borrowed from such Lender under the Existing Credit Agreement and each other Loan Document in respect of its Existing Loans and Commitments under (yand as defined in) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so Existing Credit Agreement such that, after giving effect theretoto the foregoing purchase and any increase in the Aggregate Commitments effected pursuant hereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of the Commitments and portion of Loans, which, the Loans for the purposes of this Agreement and each other Loan Document, Document will be as set forth opposite such Person’s name on Schedule 1.01(b)2.01. (b) In connection with Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the prepayment provisions of this Section, (i) such Existing Lender is the legal and borrowing described beneficial owner of the portion of its rights and obligations in clause respect of its Existing Loans being assigned to each Lender as set forth above; and (aii) above, each such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (c) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor Loan Party or the performance by any Obligor Loan Party of its obligations hereunder or under any other Loan Documentthe Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (d) The Borrower, each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Restatement Effective Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (e) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On In connection with the joinder of the New Lenders and the increase of Commitments of certain existing Lenders on the First Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans of each affected Class and (B) simultaneously borrow new Loans of such Class in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and Lender, (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this the Credit Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b) to the Credit Agreement, and (z) each Lender party hereto hereby agrees that no amounts shall be required to be paid to such Lender under Section 2.15 of the Credit Agreement in connection with the reallocation described in this Section 5.9(a). Concurrently therewith, the Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreementthe Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Twelfth Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepaymentprepayment (in the case of Eurocurrency Loans with the applicable Eurocurrency Rates equal to the then outstanding Eurocurrency Rates and with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s) (as such terms are defined in the Existing Credit Agreement)); provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and Lender, (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this the Credit Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b) to the Credit Agreement and (z) each Lender party hereto hereby agrees that no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in this Section 5.9(a). Concurrently therewith, the Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreementthe Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Omnibus Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Omnibus Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b). Concurrently therewith, the Existing Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall have no liability to any Lender for any amounts that would otherwise be payable pursuant to Section 2.15 as a result of the prepayment and borrowing on the First Omnibus Amendment Effective Date contemplated by this Section 2.20(a). (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its 54 Revolving Credit Agreement own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this the Credit Agreement prior to the First Amendment Effective Date (each, each an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender Lender, and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this the Credit Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b)) to the Credit Agreement. Concurrently therewith, the Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. (b) In connection with the prepayment and borrowing described in clause (a) above, each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreementthe Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Fifteenth Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and Lender, (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each such Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage the respective Commitments of Commitments and portion such Class of Loanssuch Lenders (after giving effect to this Amendment), which, for the purposes of this the Credit Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b) to the Credit Agreement (as amended by this Amendment) and (z) each Lender party hereto hereby agrees that no amounts shall be required to be paid to such Lender under Section 2.15 of the Credit Agreement in connection with the reallocation described in this Section 5.9(a). Concurrently therewith, the Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreementthe Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On Each of the First Amendment parties hereto severally and for itself agrees that on the Effective Date, the Borrower shall each Existing Lender hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (Bexcept as expressly set forth herein), (x) the prepayment toto each Lender, and borrowing from, any each such Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “hereby irrevocably purchases from such Existing Lender”) shall be effected by book entry to the extent that any , a portion of the amount prepaid to rights and obligations of such Existing Lender will be subsequently borrowed from such Lender under the Existing Credit Agreement and each other Loan Document in respect of its Existing Loans and Commitments under (yand as defined in) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so Existing Credit Agreement such that, after giving effect theretoto the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Revolving Percentage of the Commitments and portion of Loans, which, the Loans for the purposes of this Agreement and each other Loan Document, Document will be as set forth opposite such Person’s name on Schedule 1.01(b)the Commitment Schedule. (b) In connection with Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the prepayment provisions of this Section, (i) such Existing Lender is the legal and borrowing described beneficial owner of the portion of its rights and obligations in clause respect of its Existing Loans being assigned to each Lender as set forth above; and (aii) above, each such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (c) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor either Borrower or the performance by any Obligor either Xxxxxxxx of its obligations hereunder or under any other Loan Documentthe Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (d) The Borrowers, each of the Lenders and the Agent also agree that each of the Lenders shall, as of the Effective Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (e) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Agent immediately available funds in the full amount of the purchase made by it and the Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On In connection with the First joinder of the New Lenders and the increase of Revolving Commitments of certain existing Lenders pursuant to Section 2 on the Second Amendment Effective Date, the Borrower shall (A) prepay the outstanding Revolving Loans of each affected Class and (B) simultaneously borrow new Revolving Loans of such Class in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Revolving Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount of Revolving Loans prepaid to such Revolving Lender will be subsequently borrowed as Revolving Loans from such Lender Revolving Lender, and (y) the Revolving Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, immediately after giving effect thereto, the Revolving Loans of each such Class are held ratably by the Revolving Lenders of such Class in accordance with each Revolving Lender’s Applicable Percentage Revolving Commitments of Commitments and portion of Loanssuch Class (immediately after giving effect to this Amendment), which, for the purposes of this the Credit Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b) to the Credit Agreement. Concurrently therewith, the Revolving Lenders of such Class shall be deemed to have assigned and transferred their participation interests in any outstanding Letters of Credit of such Class among themselves, in a manner acceptable to the Administrative Agent, so that such interests are held ratably in accordance with their Revolving Commitments of such Class (immediately after giving effect to this Amendment). (b) In . Each of the Lenders party hereto hereby agrees that no amounts shall be required to be paid to such Lender under Section 2.15 of the Credit Agreement in connection with the prepayment and borrowing reallocation described in clause (a) above, each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other LenderSection 5.9.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On Each of the First Amendment parties hereto severally and for itself agrees that on the Effective Date, the Borrower shall each Existing Lender hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (Bexcept as expressly set forth herein), (x) the prepayment toto each Lender, and borrowing from, any each such Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “hereby irrevocably purchases from such Existing Lender”) shall be effected by book entry to the extent that any , a portion of the amount prepaid to rights and obligations of such Existing Lender will be subsequently borrowed from such Lender under the Existing Credit Agreement and each other Loan Document in respect of its Existing Loans and Commitments under (yand as defined in) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so Existing Credit Agreement such that, after giving effect theretoto the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Revolving Percentage of the Commitments and portion of Loans, which, the Loans for the purposes of this Agreement and each other Loan Document, Document will be as set forth opposite such Person’s name on Schedule 1.01(b)the Commitment Schedule. (b) In connection with Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the prepayment provisions of this Section, (i) such Existing Lender is the legal and borrowing described beneficial owner of the portion of its rights and obligations in clause respect of its Existing Loans being assigned to each Lender as set forth above; and (aii) above, each such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (c) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor either Borrower or the performance by any Obligor either Xxxxxxxx of its obligations hereunder or under any other Loan Documentthe Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (d) The Borrowers, each of the Lenders and the Agent also agree that each of the Lenders shall, as of the Effective Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (e) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Agent immediately available funds in the full amount of the purchase made by it and the Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. 58

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On Each of the First Amendment parties hereto severally and for itself agrees that on the Restatement Effective Date, the Borrower shall each Existing Lender hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (Bexcept as expressly set forth herein), (x) the prepayment toto each Lender, and borrowing from, any each such Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “hereby irrevocably purchases from such Existing Lender”) shall be effected by book entry to the extent that any , a portion of the amount prepaid to rights and obligations of such Existing Lender will be subsequently borrowed from such Lender under the Prior Credit Agreement and each other Loan Document in respect of its Existing Loans and Commitments under (yand as defined in) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so Existing Credit Agreement such that, after giving effect theretoto the foregoing assignment and delegation and any changes to the Commitments effected pursuant hereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage percentage of the Commitments and portion of Loans, which, the Loans for the purposes of this Agreement and each other Loan Document, Document will be as set forth opposite such Person’s name on Schedule 1.01(b)1. (b) In connection with Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the prepayment provisions of this Section 2.26, (i) such Existing Lender is the legal and borrowing described beneficial owner of the portion of its rights and obligations in clause respect of its Existing Loans being assigned to each Lender as set forth above; and (aii) above, each such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (c) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Prior Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor Loan Party or the performance by any Obligor Loan Party of its obligations hereunder or under any other Loan Documentthe Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (d) The Borrowers, each of the Lenders and the Administrative Agent also agree that each of the Lenders shall, as of the Restatement Effective Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (e) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it and the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On In connection with the joinder of the New Lenders, on the First Amendment Effective Date, the Borrower shall (A) prepay the outstanding Revolving Loans (if any) of the affected Class in full, and (B) simultaneously borrow new Revolving Loans of such Class hereunder in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Revolving Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Revolving Lender will be subsequently borrowed from such Revolving Lender and (y) the existing Revolving Lenders and the New Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Revolving Loans of each Class are held ratably by the Revolving Lenders (including the New Lenders) of such Class in accordance with the respective Revolving Commitments of such Class of such Revolving Lenders (after giving effect to this Amendment). Concurrently therewith, the existing Revolving Lenders of each Lender’s Applicable Percentage Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Revolving Commitments and portion of Loans, which, for such Class as so increased. Each of the purposes Lenders party hereto hereby agrees that no amounts shall be required to be paid to such Lender under Section 2.15 of the Credit Agreement in connection with the reallocation described in this Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b)Section 5.8. (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders (including each New Lender) hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreementthe Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender. (c) Each of the New Lenders hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement (as amended hereby), (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to make its Commitment set forth opposite its name on Schedule I (as amended by this Amendment) and become a Lender, (iii) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement (as amended hereby) as a Lender thereunder and, to the extent of its Commitment set forth opposite its name on Schedule I (as amended by this Amendment), shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to make its Commitment set forth opposite its name on Schedule I (as amended by this Amendment), on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) if it is a Foreign Lender, it has delivered to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it, (vii) if any New Lender’s Commitment is a Multicurrency Commitment, it is able to fund and receive payments in the Agreed Foreign Currencies for which Loans may be made as of the First Amendment Effective Date without the need to obtain any authorization referred to in clause (c) of the definition of “Agreed Foreign Currency” in the Credit Agreement and (viii) it is not a Defaulting Lender or a Competitor; (b) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such actions and powers as are reasonably incidental thereto; and (c) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Sixth Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Sixth Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b). Concurrently therewith, the Existing Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall have no liability to any Lender for any amounts that would otherwise be payable pursuant to Section 2.15 as a result of the prepayment and borrowing on the Sixth Amendment Effective Date contemplated by this Section 2.20(a). (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Second Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Second Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b). (b) In connection . Concurrently therewith, the Existing Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall have no liability to any Lender for any amounts that would otherwise be payable pursuant to Section 2.15 as a result of the prepayment and borrowing described in clause (a) above, each of on the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with Second Amendment Effective Date contemplated by this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other LenderSection 2.21(a).

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Tenth Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loansloans, which, for the purposes of this Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b). (b) In connection . Concurrently therewith, the Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with the prepayment and borrowing described in clause (a) above, each their Applicable Percentage of Commitments of such Class. Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Fourteenth Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and Lender, (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this the Credit Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b) to the Credit Agreement and (z) each Lender party hereto hereby agrees that no amounts shall be required to be paid to such Lender under Section 2.15 of the Credit Agreement in connection with the reallocation described in this Section 5.9(a). Concurrently therewith, the Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreementthe Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Seventh Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Seventh Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b). Concurrently therewith, the Existing Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall have no liability to any Lender for any amounts that would otherwise be payable pursuant to Section 2.15 as a result of the prepayment and borrowing on the Seventh Amendment Effective Date contemplated by this Section 2.20(a). (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Fifth Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Fifth Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b). (b) In connection . Concurrently therewith, the Existing Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall have no liability to any Lender for any amounts that would otherwise be payable pursuant to Section 2.15 as a result of the prepayment and borrowing described in clause (a) above, each on the Fifth Amendment Effective Date contemplated by this Section 2.20(a). Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. Each of the parties hereto severally and for itself agrees to the assignment and reallocation of Existing Commitments and Existing Loans as set forth below. (a) On Upon the First Amendment occurrence of the Restatement Effective Date, (i) each of the Existing Lenders shall sell and assign to the Administrative Agent (and the Administrative Agent shall purchase) the portion (if any) of such Existing Lender's Existing Loans and Existing Commitments, including participating interests in Existing Swing Line Loans and Letter of Credit Outstandings under (and as defined in) the Borrower Credit Agreement (referred to as "EXISTING LETTER OF CREDIT OUTSTANDINGS") which is in excess of the amount of such Existing Lender's outstanding Loans and Commitments (including, in the case of Revolving Loan Lenders, participating interests in Swing Line Loans and Letter of Credit Outstandings) respectively, under this Agreement after giving effect to the effectiveness hereof and immediately before the making of any Loans hereunder pursuant to SECTIONS 2.1.1, 2.1.2 or 2.1.3; (ii) each of the Existing Lenders that will continue to have Loans and Commitments under this Agreement shall be deemed to have converted that portion (if any) of its Existing Loans (and, in the case of Revolving Loan Lenders, participating interests in Existing Swing Line Loans and Existing Letter of Credit Outstandings) which were not sold and assigned pursuant to clause (a)(i) into its outstanding Loans of a corresponding tranche and corresponding Commitment under this Agreement; and (iii) the Administrative Agent shall (A) prepay purchase and assume that portion of the outstanding Existing Loans and Existing Commitments (including participating interests in Existing Swing Line Loans and Existing Letter of Credit Outstandings) of each Existing Lender which are being assigned and sold pursuant to clause (a)(i) above, and (B) simultaneously borrow new reallocate, sell and assign such portions to the Lenders that will continue to have Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment toCommitments under this Agreement, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) such Lenders shall be effected by book entry to the extent purchase and assume that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender Existing Loans and Existing Commitments (y) the Lenders shall make and receive payments among themselvesincluding, in the case of Revolving Loan Lenders, participating interests in Existing Swing Line Loans and Existing Letter of Credit Outstandings) of the Administrative Agent which are being assigned and sold pursuant to this clause (a)(iii) in such a manner acceptable and in such amounts so as to cause such Lender's outstanding Loans (and, in the Administrative Agentcase of Revolving Loan Lenders, so thatRevolving Loan Commitment, after giving effect theretoincluding participating interest in Swing Line Loans and Letter of Credit Outstandings), the when taken together with such Lender's Loans of each Class are held ratably by the Lenders of such Class and Commitments retained in accordance with clause (a)(ii), to be in each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this Agreement and each other Loan Document, will be case as set forth opposite such Person’s name on Schedule 1.01(b)II hereto. (b) In connection with Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the prepayment effectiveness of this Agreement, (i) it is the legal and borrowing described in beneficial owner of its Existing Commitments and its Existing Loans; and (ii) to the extent that such Existing Lender is making a sale and assignment pursuant to clause (aa)(i) above, the rights and interests being assigned and sold are free and clear of any adverse claim or encumbrance created by it (other than any encumbrance to be released automatically upon receipt of payment in respect of such sale and assignment), and without recourse or representation or warranty of any kind whatsoever except for the representations and warranties set forth in this clause. (c) the Administrative Agent hereby represents and warrants to each Lender that immediately before giving effect to the effectiveness of clause (a)(iii), to the extent that the Administrative Agent is making a sale and assignment pursuant to such clause, the rights and interests being assigned and sold are free and clear of any adverse claim or encumbrance created by it (other than any encumbrance to be released automatically upon receipt of payment in respect of such sale and assignment), and without recourse or representation or warranty of any kind whatsoever other than for the representations and warranties set forth in this clause. (d) Each of the Lenders hereby acknowledges and agrees that that: (i) no Lender nor other than the representations and warranties contained in clauses (b) and (c), none of the Existing Lenders, the Administrative Agent has or the other Agents have made any representations or warranties or assumed any responsibility with respect to to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement Agreement, the Credit Agreement, or any other Loan Document or Document, or (B) the financial condition of the Borrower or any other Obligor or the performance by the Borrower or any other Obligor of its obligations hereunder or under any other Loan Document; the Obligations; (ii) it has received reviewed the financial information of the Borrower, this Agreement, the other Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as it such Lender has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this AgreementAgreement or any other Loan Document, independently and without reliance upon the Administrative Agent Agent, the other Agents, any Lender or any other Existing Lender. (e) Each of the parties hereto agrees that each Existing Lender which is making a sale and assignment pursuant to this Section shall, as of the Restatement Effective Date, relinquish its rights and be discharged and released from its obligations under this Agreement and the Credit Agreement to the extent of the rights and interests so sold and assigned. (f) Concurrently with the occurrence of the Restatement Effective Date, (i) each Lender which is purchasing any portion of the Existing Loans and/or Existing Commitments (including, in the case of Revolving Loan Lenders, participating interests in Existing Letter of Credit Outstandings and Existing Swing Line Loans), pursuant to clause (a)(iii) shall deliver to the Administrative Agent immediately available funds in the full amount of the purchase made by it; and (ii) the Administrative Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders which are making sales and assignments pursuant to clause (a)(i) in the amount of the portions so sold and assigned. (g) The Administrative Agent hereby agrees that it will waive the processing fee pursuant to SECTION 10.11.1 in connection with this SECTION 2.1.6.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Fifth Amendment Effective Date, the Borrower shall (A) prepay the outstanding Revolving Loans (if any) of the affected Class in full and (B) simultaneously borrow new Revolving Loans of such Class in an amount equal to such prepaymentprepayment less the Repayment Amount; provided that that, with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Revolving Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Revolving Lender will be subsequently borrowed from such Lender Revolving Lender, and (y) the Revolving Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Revolving Loans of each such Class are held ratably by the Revolving Lenders of such Class in accordance with each Lender’s their Applicable Percentage of Commitments and portion of Loanssuch Class (after giving effect to this Amendment). Concurrently therewith, which, for the purposes Revolving Lenders of such Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class (after giving effect to this Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(bAmendment). (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders (including each New Lender) hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreementthe Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and Lender, (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this the Credit Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b) to the Credit Agreement and (z) each Lender party hereto hereby agrees that no amounts shall be required to be paid to such Lender under Section 2.15 of the Credit Agreement in connection with the reallocation described in this Section 5.9(a). Concurrently therewith, the Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreementthe Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Second Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans (without premium or penalty, other than any applicable breakage costs in accordance with Section 2.15) and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loansloans, which, for the purposes of this Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b). Concurrently therewith, the Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any 77 Second Amended and Restated Revolving Credit Agreement responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On Each of the First Amendment parties hereto severally and for itself agrees that on the Effective Date, the Borrower shall each Existing Lender hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (Bexcept as expressly set forth herein), (x) the prepayment toto each Lender, and borrowing from, any each such Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “hereby irrevocably purchases from such Existing Lender”) shall be effected by book entry to the extent that any , a portion of the amount prepaid to rights and obligations of such Existing Lender will be subsequently borrowed from such Lender under the Existing Credit Agreement and each other Loan Document in respect of its Existing Loans and Commitments under (yand as defined in) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so Existing Credit Agreement such that, after giving effect theretoto the foregoing assignment and delegation and any increase in the aggregate Commitments effected pursuant hereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Revolving Percentage of the Commitments and portion of Loans, which, the Loans for the purposes of this Agreement and each other Loan Document, Document will be as set forth opposite such Person’s name on Schedule 1.01(b)the Commitment Schedule. (b) In connection with Each Existing Lender hereby represents and warrants to each Lender that, immediately before giving effect to the prepayment provisions of this Section, (i) such Existing Lender is the legal and borrowing described beneficial owner of the portion of its rights and obligations in clause respect of its Existing Loans being assigned to each Lender as set forth above; and (aii) above, each such rights and obligations being assigned and sold by such Existing Lender are free and clear of any adverse claim or encumbrance created by such Existing Lender. (c) Each of the Lenders hereby acknowledges and agrees that (i) other than the representations and warranties contained above, no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor either Borrower or the performance by any Obligor either Borrower of its obligations hereunder or under any other Loan Documentthe Obligations; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender. (d) The Borrowers, each of the Lenders and the Agent also agree that each of the Lenders shall, as of the Effective Date, have all of the rights and interests as a Lender in respect of the Loans purchased and assumed by it, to the extent of the rights and obligations so purchased and assumed by it. (e) Each Lender which is purchasing any portion of the Existing Loans shall deliver to the Agent immediately available funds in the full amount of the purchase made by it and the Agent shall, to the extent of the funds so received, disburse such funds to the Existing Lenders that are making sales and assignments in the amount of the portions so sold and assigned. 58

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On In connection with the joinder of the New Lenders, on the First Amendment Effective Date, Date the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this the Credit Agreement prior to the First Amendment Effective Date (each, each an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and Lender, (y) the Lenders shall make and receive payments among themselves, in a manner reasonably acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage the respective Commitments of Commitments and portion such Class of Loanssuch Lenders (after giving effect to this Amendment), which, for the purposes of this the Credit Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b)) to the Credit Agreement and (z) pay to the Lenders of such Class the amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith, the Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. (b) In connection with the prepayment and borrowing described in clause (a) above, each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreementthe Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Eighth Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loansloans, which, for the purposes of this Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b). Concurrently therewith, the Lenders of each Class shall be deemed to have adjusted their participation interests 731105340 11299570 77 Revolving Credit Agreement in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Business Day immediately succeeding the Fourth Amendment Effective Date (the “Fourth Amendment Reallocation Date”), the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the First Fourth Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b). Concurrently therewith, the Existing Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class. Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall have no liability to any Lender for any amounts that would otherwise be payable pursuant to Section 2.15 as a result of the prepayment and borrowing on the Fourth Amendment Reallocation Date contemplated by this Section 2.20(a). (b) In connection with the prepayment and borrowing described in clause (a) above, each Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On In connection with the First joinder of New Lenders with Revolving Commitments, the increase of Revolving Commitments of certain Existing Lenders and the reduction of the Revolving Commitments of the Reducing Lenders on the Amendment Effective Date, the Borrower shall (A) prepay the outstanding Revolving Loans (if any) of the affected Class in full, and (B) simultaneously borrow new Revolving Loans of such Class hereunder in an amount equal to such prepaymentprepayment less the principal amount of the Initial Term Loans; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Revolving Lender with a Commitment under this Agreement prior to the First Amendment Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Revolving Lender will be subsequently borrowed from such Lender and Revolving Lender, (y) the existing Revolving Lenders and the New Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Revolving Loans of each Class are held ratably by the Revolving Lenders (including the New Lenders) of such Class in accordance with the respective Revolving Commitments of such Class of such Revolving Lenders (after giving effect to this Amendment) and (z) each Lender’s Applicable Percentage Revolving Lender of Commitments and portion such Class party hereto hereby agrees that no amounts shall be required to be paid to such Lender under Section 2.15 of Loans, which, for the purposes of this Credit Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b). (b) In in connection with the prepayment and borrowing the reallocation described in clause (a) aboveSection 3.1 and in this Section 7.8. Concurrently therewith, the existing Revolving Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of the Lenders hereby acknowledges and agrees Credit of such Class so that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility such interests are held ratably in accordance with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency their Revolving Commitments of this Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under any other Loan Document; (ii) it has received such information Class as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lenderso increased.