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 Effective Date, the Lenders, shall assign and transfer the Loans among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfers, the Loans of each Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Class of such Lenders (immediately after giving effect to this Agreement). Concurrently therewith, the Lenders of each 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 the Commitments of such Class of such Lenders (immediately after giving effect to this Agreement). (b) 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; (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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a).

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the Effective Date, the Lenders, shall assign and transfer the Loans among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfers, the Loans of each Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Class of such Lenders (immediately after giving effect to this Agreement). Concurrently therewith, the Lenders of each 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 the Commitments of such Class of such Lenders (immediately after giving effect to this Agreement). (b) 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; (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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a2.21(a).

Assignment and Reallocation of Existing Commitments and Existing Loans. (axliv) On the Effective Date, the Lenders, shall assign and transfer the Loans among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfers, the Loans of each Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Class of such Lenders 748405650 (immediately after giving effect to this Agreement). Concurrently therewith, the Lenders of each 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 the Commitments of such Class of such Lenders (immediately after giving effect to this Agreement). (bxlv) 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; (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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a).

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On In connection with the reduction of the Revolving Commitments of the Reducing Lenders pursuant to Section 3.2 and the increase of Revolving Commitments, on the Second Amendment Effective Date, the LendersBorrower 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 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 shall assign 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 transfer (y) the Loans Revolving Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfersthereto, the Revolving Loans of each Class are held ratably by the Revolving Lenders of such Class in accordance with the respective Revolving Commitments of such Class of such Revolving Lenders (immediately after giving effect to this AgreementAmendment). Concurrently therewith, the Lenders of each 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 the Commitments of such Class of such Lenders (immediately after giving effect to this Agreement). (b) Each of the Lenders party hereto 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; (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; and (iv) 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 2.20(a)5.8.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) 7.1. On the Effective Date, the Lenders, shall assign and transfer the Loans among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfers, the Loans of each Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Class of such Lenders (immediately after giving effect to this AgreementAmendment). Concurrently therewith, the Lenders of each 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 the Commitments of such Class of such Lenders (immediately after giving effect to this AgreementAmendment). (b) 7.2. 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 Amendment, the Amended Credit Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this AgreementAmendment, the Existing Amended 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 Amended 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; (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Amendment or the Amended Credit Agreement, independently and without reliance upon the Administrative Agent or any other Lender; and (iv) 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 2.20(a)7.2.

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the Effective Date, the Lenders, shall assign and transfer the Loans among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfers, the Loans of each Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Class of such Lenders (immediately after giving effect to this Agreement). Concurrently therewith, the Lenders of each 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 the Commitments of such Class of such Lenders (immediately after giving effect to this Agreement). (b) 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; (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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a2.202.21(a).

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the Ninth Amendment Effective Date, the LendersBorrower 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 shall assign 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 transfer (y) the Loans Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfersthereto, 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 respective Commitments purposes of this Agreement and each other Loan Document, will be as set forth opposite such Class of such Lenders (immediately after giving effect to this AgreementPerson’s name on Schedule 1.01(b). Concurrently therewith, the Lenders of each Class shall be deemed to have assigned and transferred adjusted 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 the their Applicable Percentage of Commitments of such Class of such Lenders (immediately after giving effect to this Agreement)Class. (b) 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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a).

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the Effective Date, the Revolving Lenders, shall assign and transfer the Revolving Loans among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfers, the Revolving Loans of each Class are held ratably by the Revolving Lenders of such Class in accordance with the respective Revolving Commitments of such Class of such Revolving Lenders (immediately after giving effect to this Agreement). Concurrently therewith, the Revolving Lenders of each 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 the Commitments of such Class of such Revolving Lenders (immediately after giving effect to this Agreement). (b) 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; (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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a).

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the Fourth Amendment Effective Date, the LendersBorrower 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 shall assign 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 transfer (y) the Loans Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfersthereto, 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 Revolving Credit Agreement loans, which, for the respective Commitments purposes of this Agreement and each other Loan Document, will be as set forth opposite such Class of such Lenders (immediately after giving effect to this AgreementPerson’s name on Schedule 1.01(b). Concurrently therewith, the Lenders of each Class shall be deemed to have assigned and transferred adjusted 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 the their Applicable Percentage of Commitments of such Class of such Lenders (immediately after giving effect to this Agreement)Class. (b) 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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a).

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the Sixth Amendment Effective Date, the LendersBorrower 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 shall assign 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 transfer (y) the Loans Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfersthereto, 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 respective Commitments purposes of this Agreement and each other Loan Document, will be as set forth opposite such Class of such Lenders (immediately after giving effect to this AgreementPerson’s name on Schedule 1.01(b). Concurrently therewith, the Lenders of each Class shall be deemed to have assigned and transferred adjusted 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 the their Applicable Percentage of Commitments of such Class of such Lenders (immediately after giving effect to this Agreement)Class. (b) 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; (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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a).or

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the Effective Date, the LendersBorrower 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 Existing Lender shall assign 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 transfer (y) the Loans Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfersthereto, 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 respective Commitments purposes of this Agreement and each other Loan Document, will be as set forth opposite such Class of such Lenders (immediately after giving effect to this AgreementPerson’s name on Schedule 1.01(b). Concurrently therewith, the Existing Lenders of each Class shall be deemed to have assigned and transferred adjusted 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 the their Applicable Percentage of Commitments of such Class of such Lenders (immediately after giving effect to this Agreement)Class. (b) 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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a).

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the First Amendment Effective Date, the LendersBorrower 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 shall assign 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 transfer (y) the Loans Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfersthereto, 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 respective Commitments purposes of the Credit Agreement and each other Loan Document, will be as set forth opposite such Class of 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 Lenders (immediately after giving effect to Lender under Section 2.15 in connection with the reallocation described in this AgreementSection 5.8(a). Concurrently therewith, the Lenders of each Class shall be deemed to have assigned and transferred adjusted 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 the their Applicable Percentage of Commitments of such Class of such Lenders (immediately after giving effect to this Agreement)Class. (b) 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 AgreementAmendment, 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 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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a).

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the Effective Date, the LendersBorrower 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 Existing Lender shall assign 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 transfer (y) the Loans Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfersthereto, 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 respective Commitments purposes of this Agreement and each other Loan Document, will be as set forth opposite such Class of such Lenders (immediately after giving effect to this AgreementPerson’s name on Schedule 1.01(b). Concurrently therewith, the Existing Lenders of each Class shall be deemed to have assigned and transferred adjusted 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 the their Applicable Percentage of Commitments of such Class of such Lenders (immediately after giving effect to this Agreement)Class. (b) 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; (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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a).

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the Fifth Amendment Effective Date, the LendersBorrower 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 shall assign 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 transfer (y) the Loans Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfersthereto, 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 respective Commitments purposes of this Agreement and each other Loan Document, will be as set forth opposite such Class of such Lenders (immediately after giving effect to this AgreementPerson’s name on Schedule 1.01(b). Concurrently therewith, the Lenders of each Class shall be deemed to have assigned and transferred adjusted 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 the their Applicable Percentage of Commitments of such Class of such Lenders (immediately after giving effect to this Agreement)Class. (b) 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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a).

Assignment and Reallocation of Existing Commitments and Existing Loans. (a) On the Fourth Amendment Effective Date, the LendersBorrower 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 shall assign 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 transfer (y) the Loans Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect to all such assignments and transfersthereto, 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 respective Commitments purposes of this Agreement and each other Loan Document, will be as set forth opposite such Class of such Lenders (immediately after giving effect to this AgreementPerson’s name on Schedule 1.01(b). Concurrently therewith, the Lenders of each Class shall be deemed to have assigned and transferred adjusted 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 the their Applicable Percentage of Commitments of such Class of such Lenders (immediately after giving effect to this Agreement)Class. (b) 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; and (iv) no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in Section 2.20(a).