Common use of Existing Revolving Loans Clause in Contracts

Existing Revolving Loans. The Administrative Agent, the Lenders and the Borrower agree that, as of the Closing Date, the “Revolving Commitments” (as defined in the Existing Credit Agreement) of the Lenders immediately prior to the effectiveness of this Agreement are hereby reallocated among the Lenders such that the Revolving Commitment of each Lender as of the Closing Date shall be as set forth on Schedule I attached hereto. On the Closing Date, the Existing Revolving Loans shall be deemed continued under this Agreement, and each Lender shall hold its Pro Rata Share of the Existing Revolving Loans as Revolving Loans under this Agreement. To the extent any Existing Revolving Loan is a Eurodollar Loan, such Revolving Loan shall continue as a Eurodollar Loan subject to the Interest Period applicable thereto immediately prior to the Closing Date. In order to effect the foregoing reallocations, assignments of the Existing Revolving Loans shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptances (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived for purposes of this Section by the parties to this Agreement), except that the parties hereto agree to execute such documents as may be reasonably requested by the Borrower (acting on the advice of its New York real property counsel) that are similar to documents customarily used to mitigate mortgage recording tax for New York mortgage refinancings, so long as such documents are reasonably satisfactory to the Administrative Agent and impose no incremental obligations on the Administrative Agent or any Lender. For the avoidance of doubt, the Existing Revolving Loans include the New York Real Property Secured Amount and have never been reduced below the New York Real Property Secured Amount.

Existing Revolving Loans. The Administrative AgentCompany acknowledges and confirms that ------------------------ each Existing Lender holds Existing Revolving Loans in the respective principal amounts outstanding as of the Effective Date after giving effect to the application of Loans made on the Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. Company hereby represents, ------------ warrants, agrees, covenants and (1) reaffirms that it is not aware of any defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Loans and (2) reaffirms its obligation to pay such Existing Revolving Loans in accordance with the Lenders terms and conditions of this Agreement and the Borrower other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that, other than any Existing Revolving Loans to be repaid from the proceeds of the Term Loans on the Effective Date, any amounts owed (whether or not presently due and payable, and including all interest and fees accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Existing Revolving Loans to which such interest relates)) by Company to Existing Lenders or in respect of the Existing Revolving Loans, shall, as of the Closing Effective Date, the “be converted to, maintained as, and owed by Company under or in respect of Revolving Commitments” (as defined Loans hereunder. Amounts repaid or prepaid in the Existing Credit Agreement) respect of the Lenders immediately prior to the effectiveness of this Agreement are hereby reallocated among the Lenders such that the Revolving Commitment of each Lender as of the Closing Date shall be as set forth on Schedule I attached hereto. On the Closing Date, the Existing Revolving Loans shall may be deemed continued under this Agreement, repaid and each Lender shall hold its Pro Rata Share of reborrowed pursuant to Section 2.1A(iii) below to but excluding the Existing Revolving Loans as Revolving Loans under this Agreement. To the extent any Existing Revolving Loan is a Eurodollar Loan, such Revolving Loan shall continue as a Eurodollar Loan subject to the Interest Period applicable thereto immediately prior to the Closing Commitment Termination Date. In order to effect the foregoing reallocations, assignments of the Existing Revolving Loans shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptances (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived for purposes of this Section by the parties to this Agreement), except that the parties hereto agree to execute such documents as may be reasonably requested by the Borrower (acting on the advice of its New York real property counsel) that are similar to documents customarily used to mitigate mortgage recording tax for New York mortgage refinancings, so long as such documents are reasonably satisfactory to the Administrative Agent and impose no incremental obligations on the Administrative Agent or any Lender. For the avoidance of doubt, the Existing Revolving Loans include the New York Real Property Secured Amount and have never been reduced below the New York Real Property Secured Amount.

Existing Revolving Loans. The Administrative AgentEach Credit Party and each Lender (severally in respect of the Revolving Loans held by such Lender) acknowledges and confirms that each Lender identified on Appendix A-1 holds Revolving Loans (as defined in and) under the Existing Credit Agreement in the respective principal amounts outstanding as of the Effective Date set forth opposite its name on APPENDIX A-1 hereto (such Revolving Loans, the Lenders "EXISTING REVOLVING LOANS"). Each Credit Party hereby represents, warrants, agrees, covenants and (1) reaffirms that it is not aware of any defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Revolving Loans and (2) reaffirms its obligation to pay such Obligations in respect of such Existing Revolving Loans in accordance with the terms and conditions of this Agreement and the other Credit Documents. Based on the foregoing, (A) Borrower agree thatand each Lender agrees that any principal amounts owed (whether or not presently due and payable), by Borrower to Existing Lenders in respect of the Existing Revolving Loans, shall, as of the Closing Effective Date, the “be maintained as Tranche A Revolving Commitments” (as defined in the Existing Credit Agreement) of the Lenders immediately prior Loans hereunder. All interest and fees accrued to the effectiveness of this Agreement are hereby reallocated among the Lenders such that the Revolving Commitment of each Lender as of the Closing Effective Date shall be as set forth on Schedule I attached hereto. On the Closing Date, with respect to the Existing Revolving Loans shall be deemed continued under this Agreement, and each Lender shall hold its Pro Rata Share payable on the next applicable Interest Payment Date for such Loans. Amounts repaid or prepaid in respect of the Existing Revolving Loans as Revolving Loans under this Agreement. To may be repaid and reborrowed pursuant to Section 2.1(a)(i)B below to but excluding the extent any Existing Tranche A Revolving Loan is a Eurodollar Loan, such Revolving Loan shall continue as a Eurodollar Loan subject to the Interest Period applicable thereto immediately prior to the Closing Commitment Termination Date. In order to effect the foregoing reallocations, assignments of the Existing Revolving Loans shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptances (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived for purposes of this Section by the parties to this Agreement), except that the parties hereto agree to execute such documents as may be reasonably requested by the Borrower (acting on the advice of its New York real property counsel) that are similar to documents customarily used to mitigate mortgage recording tax for New York mortgage refinancings, so long as such documents are reasonably satisfactory to the Administrative Agent and impose no incremental obligations on the Administrative Agent or any Lender. For the avoidance of doubt, the Existing Revolving Loans include the New York Real Property Secured Amount and have never been reduced below the New York Real Property Secured Amount.