Common use of Assignment and Reallocation of Existing Loans, Etc Clause in Contracts

Assignment and Reallocation of Existing Loans, Etc. Each of Société Générale, as a “Lender” under the Existing First Lien Credit Agreement (the “Exiting Lender”), and the other Existing Lenders under the Existing First Lien Credit Agreement hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments and outstanding loans of the Exiting Lender and such other Existing Lenders under the Existing First Lien Credit Agreement such that, immediately after giving effect to this Agreement (including any increase of the commitments effectuated hereby), (a) the Exiting Lender shall cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and shall relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the date hereof) and be released from its obligations under the Existing First Lien Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Percentage of each Lender (including each Existing Lender who become Lenders hereunder) to this Agreement and the portion of the Commitment of each such Lender, shall be as set forth on Schedule II hereto. The foregoing assignments, transfers and conveyances are without recourse to any Existing Lender and without any warranties whatsoever by the Administrative Agent or any Existing Lender as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than that the warranty of any such Existing Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Exiting Lender and the Lenders shall, if appropriate, make all appropriate adjustments in payments under the Existing First Lien Credit Agreement and the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves.

Assignment and Reallocation of Existing Loans, Etc. Each On the Closing Date, each of Société Générale, as a “Lender” the lenders under the Existing First Lien Credit Agreement (the each, an “Exiting Existing Lender”), and the other Existing Lenders under the Existing First Lien Credit Agreement ) hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans and participations in letters of credit outstanding loans of the Exiting Lender and such other Existing Lenders under under, the Existing First Lien Credit Agreement such that, immediately after giving effect to the effectiveness of this Agreement (including any increase of the commitments effectuated hereby), (a) the Exiting Lender shall cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and shall relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the date hereof) and be released from its obligations under the Existing First Lien Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Percentage Share of each Lender (including each Existing Lender who become Lenders hereunder) to this Agreement Agreement, the Loans of each Lender, and the portion of the relevant Commitment of each such Lender, shall be as set forth on Schedule II hereto3 hereto (it being understood that if any letters of credit are outstanding under the Existing Credit Agreement as of the Closing Date of this Agreement, then each of the Revolving Loan Lenders shall have purchased and accepted from the Existing Lenders, a participation in such outstanding letters of credit based on its respective Revolving Loan Percentage Share). The foregoing assignments, transfers and conveyances are without recourse to any Existing Lender and without any warranties whatsoever by the Administrative Agent Agent, the Issuers or any Existing Lender as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than that the warranty of any such Existing Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Exiting Lender Existing Lenders and the Lenders shall, if appropriate, make all appropriate adjustments in payments under the Existing First Lien Credit Agreement and Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves.

Assignment and Reallocation of Existing Loans, Etc. Each On the Closing Date, each of Société Générale, as a “Lender” the lenders under the Existing First Lien Credit Agreement (the each, an “Exiting Existing Lender”), and the other Existing Lenders under the Existing First Lien Credit Agreement ) hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans and participations in letters of credit outstanding loans of the Exiting Lender and such other Existing Lenders under under, the Existing First Lien Credit Agreement such that, immediately after giving effect to the effectiveness of this Agreement (including any increase of the commitments effectuated hereby), (a) the Exiting Lender shall cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and shall relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the date hereof) and be released from its obligations under the Existing First Lien Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Percentage Share of each Lender (including each Existing Lender who become Lenders hereunder) to this Agreement Agreement, the Loans of each Lender, and the portion of the relevant Commitment of each such Lender, shall be as set forth on Schedule II hereto3 hereto (it being understood that if any letters of credit are outstanding under the Existing Credit Agreement as of the Closing Date of this Agreement, then each of the Revolving Loan Lenders shall have purchased and accepted from the Existing Lenders, a participation in such outstanding letters of credit based on its respective Revolving Loan Percentage Share). The foregoing assignments, transfers and conveyances are without recourse to any Existing Lender and without any warranties whatsoever by the Administrative Agent Agent, the Issuers or any Existing Lender as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than that the warranty of any such Existing Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Exiting Lender Existing Lenders and the Lenders shall, if appropriate, make all appropriate adjustments in payments under the Existing First Lien Credit Agreement and Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves.

Assignment and Reallocation of Existing Loans, Etc. Each Upon the occurrence of Société Généralethe General Effectiveness, as a “Lender” each of the lenders under the Existing First Lien Credit Agreement (the each, an “Exiting Existing Lender”), and the other Existing Lenders under the Existing First Lien Credit Agreement ) hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans and participations in letters of credit outstanding loans of the Exiting Lender and such other Existing Lenders under under, the Existing First Lien Credit Agreement such that, immediately after giving effect to the General Effectiveness of this Agreement (including any increase of the commitments effectuated hereby), (a) the Exiting Lender shall cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and shall relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the date hereof) and be released from its obligations under the Existing First Lien Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Percentage Share of each Lender (including each Existing Lender who become Lenders hereunder) to this Agreement Agreement, the Loans of each Lender, and the portion of the relevant Commitment of each such Lender, shall be as set forth on Schedule II hereto3 hereto (it being understood that if any letters of credit are outstanding under the Existing Credit Agreement as of the General Effectiveness of this Agreement, then each of the Revolving Loan Lenders shall have purchased and accepted from the Existing Lenders, a participation in such outstanding letters of credit based on its respective Revolving Loan Percentage Share). The foregoing assignments, transfers and conveyances are without recourse to any Existing Lender and without any warranties whatsoever by the Administrative Agent Agent, the Issuers or any Existing Lender as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than that the warranty of any such Existing Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Exiting Lender Existing Lenders and the Lenders shall, if appropriate, make all appropriate adjustments in payments under the Existing First Lien Credit Agreement and Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves.

Assignment and Reallocation of Existing Loans, Etc. Each On the Closing Date, each of Société Générale, as a “Lender” the lenders under the Existing First Lien Credit Agreement (the each, an “Exiting Existing Lender”), and the other Existing Lenders under the Existing First Lien Credit Agreement ) hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans and participations in letters of credit outstanding loans of the Exiting Lender and such other Existing Lenders under under, the Existing First Lien Credit Agreement such that, immediately after giving effect to the effectiveness of this Agreement (including any increase of the commitments effectuated hereby), (a) the Exiting Lender shall cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and shall relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the date hereof) and be released from its obligations under the Existing First Lien Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Percentage of each Lender (including each Existing Lender who become Lenders hereunder) to this Agreement and the portion of the relevant Revolving Loan Commitment of each such Lender, shall be as set forth on Schedule II heretohereto (it being understood that if any Letters of Credit are outstanding under the Existing First Lien Credit Agreement as of the Closing Date of this Agreement, then each of the Revolving Lenders shall have purchased and accepted from the Existing Lenders, a participation in such outstanding Letters of Credit based on its respective Percentage). The foregoing assignments, transfers and conveyances are without recourse to any Existing Lender and without any warranties whatsoever by the Administrative Agent Agent, the Issuers, the Swing Line Lender or any Existing Lender as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than that the warranty of any such Existing Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Exiting Lender Existing Lenders and the Lenders shall, if appropriate, make all appropriate adjustments in payments under the Existing First Lien Credit Agreement and Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves.