Common use of Reallocation of Commitments and Loans Clause in Contracts

Reallocation of Commitments and Loans. (a) On the Fourth 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 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 Effective Date contemplated by this Section 2.20(a). (b) Each of the Lenders hereby acknowledges and agrees as of the Fourth Amendment Effective Date 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.

Reallocation of Commitments and Loans. The Lenders party to the Original Credit Agreement have agreed among themselves to reallocate their respective Commitments (aas defined in the Original Credit Agreement) as contemplated by this Agreement, and to, among other things, allow certain financial institutions identified by the Lead Arranger in consultation with the Borrower, to become a party to this Agreement as a Lender (each, a “New Lender”) by acquiring an interest in the Aggregate Commitment. On the Fourth Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans Date 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 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 theretoto such reallocation and adjustment of the Aggregate Commitment, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Commitment and Applicable Percentage of Commitments and portion of Loanseach Lender, whichincluding each New Lender, for the purposes of this Agreement and each other Loan Document, will shall be as set forth opposite such Person’s name on Schedule 1.01(b)2.01 and each Lender, including each New Lender, shall own its Applicable Percentage of the outstanding Loans. Concurrently therewith, The reallocation and adjustment to the Existing Lenders Commitments of each Class Lender, including each New Lender, as contemplated by this Section 11.19 shall be deemed to have adjusted their participation interests been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A hereto as if each of the Lenders, including each New Lender, had executed an Assignment and Assumption with respect to such reallocation and adjustment. The Borrower and the Administrative Agent hereby consent to such reallocation and adjustment of the Commitments and each New Lender’s acquisition of an interest in the Aggregate Commitment. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) with respect to the assignments and reallocations of the Commitments contemplated by this Section 11.19. To the extent requested by any outstanding Letters of Credit of such Class so that such interests are held ratably Lender, and in accordance with their Applicable Percentage of Commitments of such Class. Notwithstanding anything to the contrary contained in this AgreementSection 2.16, the Borrower shall have no liability pay to any Lender for such Lender, within the time period prescribed by Section 2.16, any amounts that would otherwise required to be payable pursuant to paid by the Borrower under Section 2.15 as a result 2.16 in the event the payment of any principal of any Eurodollar Loan or the prepayment and borrowing conversion of any Eurodollar Loan other than on the Fourth Amendment Effective Date last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2.20(a)11.19. (b) Each of the Lenders hereby acknowledges and agrees as of the Fourth Amendment Effective Date 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.

Reallocation of Commitments and Loans. The Lenders party to the Original Credit Agreement have agreed among themselves to reallocate their respective Revolving Commitments (aas defined in the Original Credit Agreement) On the Fourth Amendment Effective Dateas contemplated by this Agreement, 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 fromamong other things, any Lender allow certain financial institutions identified by the Co-Lead Arrangers in consultation with the Borrower, to become a Commitment under party to this Agreement prior to the Fourth Amendment Effective Date as a Lender (each, an a “Existing New Lender”) shall be effected by book entry to acquiring an interest in the extent that any portion of Aggregate Commitment. On the amount prepaid to such Lender will be subsequently borrowed from such Lender Effective Date 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 such reallocation and adjustment of the Aggregate Commitment, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Commitment and Applicable Percentage of Commitments and portion of Loanseach Lender, whichincluding each New Lender, for the purposes of this Agreement and each other Loan Document, will shall be as set forth opposite such Person’s name on Schedule 1.01(b)2.01 and each Lender, including each New Lender, shall own its Applicable Percentage of the outstanding Loans. Concurrently therewith, The reallocation and adjustment to the Existing Lenders Commitments of each Class Lender, including each New Lender, as contemplated by this Section 11.17 shall be deemed to have adjusted their participation interests been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A hereto as if each of the Lenders, including each New Lender, had executed an Assignment and Assumption with respect to such reallocation and adjustment. The Borrower and the Administrative Agent hereby consent to such reallocation and adjustment of the Commitments and each New Lender’s acquisition of an interest in the Aggregate Commitment. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) with respect to the assignments and reallocations of the Commitments contemplated by this Section 11.17. To the extent requested by any outstanding Letters of Credit of such Class so that such interests are held ratably Lender, and in accordance with their Applicable Percentage of Commitments of such Class. Notwithstanding anything to the contrary contained in this AgreementSection 2.16, the Borrower shall have no liability pay to any Lender for such Lender, within the time period prescribed by Section 2.16, any amounts that would otherwise required to be payable pursuant to paid by the Borrower under Section 2.15 as a result 2.16 in the event the payment of any principal of any Eurodollar Loan or the prepayment and borrowing conversion of any Eurodollar Loan other than on the Fourth Amendment Effective Date last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2.20(a)11.17. (b) Each of the Lenders hereby acknowledges and agrees as of the Fourth Amendment Effective Date 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.

Reallocation of Commitments and Loans. (a) On the Fourth 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 Fourth 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 Fourth First Omnibus Amendment Effective Date contemplated by this Section 2.20(a). (b) Each of the Lenders hereby acknowledges and agrees as of the Fourth Amendment Effective Date 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 Agreementor 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.

Reallocation of Commitments and Loans. (a) On the Fourth 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 The Lenders party to the Fourth Amendment Effective Date Existing Credit Agreement have agreed among themselves to reallocate their respective Revolving Commitments (each, an “as defined in the Existing Lender”Credit Agreement) 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 applicable Revolving Commitment as contemplated by this Agreement, and to, among other things, allow certain financial institutions identified by the Arrangers in consultation with the Borrower, to become a party to this Agreement as a Lender (each, a “New Lender”) by acquiring an interest in the Total Revolving Commitments. On the Closing Date and after giving effect to such reallocation and adjustment of the Total Revolving Commitments, the Revolving Commitment and Revolving Percentage of Commitments and portion of Loanseach Lender, whichincluding each New Lender, for the purposes of this Agreement and each other Loan Document, will shall be as set forth opposite such Person’s name on Schedule 1.01(b)1.1A and each Lender, including each New Lender, shall own its Revolving Percentage of the outstanding Loans. Concurrently therewith, The reallocation and adjustment to the Existing Lenders Revolving Commitments of each Class Lender, including each New Lender, as contemplated by this Section 10.21 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 been consummated pursuant 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 terms of the prepayment Assignment and borrowing on Assumption attached as Exhibit E hereto as if each of the Fourth Amendment Effective Date Lenders, including each New Lender, had executed an Assignment and Assumption with respect to such reallocation and adjustment. The Borrower and the Administrative Agent hereby consent to such reallocation and adjustment of the Revolving Commitments and each New Lender’s acquisition of an interest in the Total Revolving Commitment. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 10.06(b)(ii)(C) with respect to the assignments and reallocations of the Commitments contemplated by this Section 2.20(a)10.21. (b) Each of the Lenders hereby acknowledges and agrees as of the Fourth Amendment Effective Date 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.

Reallocation of Commitments and Loans. Fortis Capital Corp. (a"Departing Lender") On desires to assign all of its rights and obligations as a Lender under the Fourth Amendment Effective DateCredit Agreement to other Lenders. In addition, the Borrower shall (A) prepay the outstanding Loans other Lenders have agreed among themselves to reallocate their respective Commitments, 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, among other things, allow certain financial institutions identified by X.X. Xxxxxx Securities, Inc. in its capacity as Sole Bookrunner and borrowing fromJoint Lead Arranger (in such capacity "X.X. Xxxxxx") in consultation with the Borrower, any Lender with to become a Commitment under this Agreement prior party to the Fourth Amendment Effective Date Credit Agreement as a Lender (each, a "New Lender") by acquiring an “Existing Lender”interest in the Aggregate Commitment. Each of the Administrative Agent and the Borrowers hereby consent to (i) shall be effected the assignments by book entry the Departing Lender of its rights and obligations as a Lender under the Credit Agreement to the extent that any portion other Lenders, including the New Lenders, (ii) the reallocation of the amount prepaid to such Lender will be subsequently borrowed from such Lender Commitments and (yiii) each New Lender's acquisition of an interest in the Lenders shall make Aggregate Commitment. On the date this Amendment becomes effective and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect theretoto such reallocation of the Aggregate Commitment, the Loans Commitment of the Departing Lender shall terminate and the Commitment of each Class are held ratably by the Lenders of such Class in accordance with Lender, including each New Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this Agreement and each other Loan Document, will shall be as set forth opposite such Person’s name on Schedule 1.01(b)1.01 of this Amendment. Concurrently therewithWith respect to such reallocation, the Existing Lenders of each Class New Lender shall be deemed to have adjusted their participation interests in any outstanding Letters acquired its Commitment from the Departing Lender and each of Credit the other Lenders and such acquisition of such Class so that such interests are held ratably in accordance with their Applicable Percentage the Departing Lender's Commitment and the reallocation of Commitments of such Class. Notwithstanding anything the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant 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 terms of the prepayment Assignment and borrowing on Assumption attached as Exhibit A to the Fourth Amendment Effective Date Credit Agreement as if the Departing Lender, such New Lenders and the other Lenders had executed an Assignment and Assumption with respect to such acquisition and reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 2.20(a). (b) Each 2. To the extent requested by any Lender, including the Departing Lender, and in accordance with Section 2.16 of the Lenders hereby acknowledges and agrees as Credit Agreement, the Borrowers shall pay to such Lender, within the time period prescribed by Section 2.16 of the Fourth Amendment Effective Date that (i) no Lender nor Credit Agreement, any amounts required to be paid by the Administrative Agent has made Borrowers under Section 2.16 of the Credit Agreement in the event the payment of any representations principal of any Eurodollar Loan or warranties or assumed the conversion of any responsibility with respect to (A) any statements, warranties or representations made in or Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation 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.

Reallocation of Commitments and Loans. Fortis Capital Corp. (a) On the Fourth 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 Fourth Amendment Effective Date (each, an “Existing Departing Lender”) shall be effected by book entry desires to assign all of its rights and obligations as a Lender under the extent that any portion of the amount prepaid Credit Agreement to such Lender will be subsequently borrowed from such Lender and (y) BNP Paribas. In addition, the Lenders shall make and receive payments (other than the Departing Lender) have agreed among themselves, in a manner acceptable themselves to reallocate their respective Commitments. Each of the Administrative Agent, so thatthe L/C Issuer, the Swing Line Lender and the Borrower hereby consents to (i) the assignment by the Departing Lender of its rights and obligations as a Lender under the Credit Agreement to BNP Paribas and (ii) the reallocation of the Commitments. On the date this Amendment becomes effective and after giving effect theretoto such reallocation of the Commitments, the Loans Commitment of the Departing Lender shall terminate and the Commitment 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 Lender shall be as set forth opposite such Person’s name on Schedule 1.01(b)2.01 to this Amendment. Concurrently therewithWith respect to such reallocation, the Existing Lenders of each Class (a) BNP Paribas shall be deemed to have adjusted their participation interests acquired the Departing Lender’s Commitment and (b) such acquisition of the Departing Lender’s Commitment and the reallocation of the Commitments among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit C to the Credit Agreement as if Departing Lender and the other Lenders had executed an Assignment and Assumption with respect to such acquisition and reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 10.06(b)(iv) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 2. To the extent requested by any outstanding Letters of Credit of such Class so that such interests are held ratably Lender, and in accordance with their Applicable Percentage Section 2.16 of Commitments of such Class. Notwithstanding anything to the contrary contained in this Credit Agreement, the Borrower shall have no liability pay to any Lender for such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts that would otherwise required to be payable pursuant to paid by the Borrower under Section 2.15 as a result 2.16 of the prepayment and borrowing Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the Fourth Amendment Effective Date last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2.20(a)2. (b) Each of the Lenders hereby acknowledges and agrees as of the Fourth Amendment Effective Date 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.

Reallocation of Commitments and Loans. (ai) On Notwithstanding anything to the Fourth contrary in the Credit Agreement prior to giving effect to this Amendment, on the Second Amendment Effective Date, the Borrower Existing Revolving Commitments and Existing Loans of each Existing Lender (including the Departing Lender) shall be automatically assigned to one or more Lenders party hereto (Aincluding Existing Lenders and/or New Lenders) prepay (collectively, the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal “Reallocation”), as necessary, such that after giving effect to such prepayment; provided that with respect to subclauses (A) Reallocation and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the Fourth Second Amendment Effective Date (eachPrepayment, 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 Revolving Credit Commitments 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 Lender shall be as set forth opposite on Annex B hereto and the outstanding principal amount of Initial Term Loans of each Lender shall be as set forth on Annex C hereto (it being understood and agreed that any outstanding Revolving Loans and any participations in outstanding Letters of Credit and Swing Line Loans shall be reallocated in a manner such Person’s name that each Lender (after giving effect to the Reallocation) holds such Revolving Loans and participations on Schedule 1.01(ba ratable basis consistent with the amount of their respective Revolving Credit Commitments after giving effect to the Reallocation). Concurrently In connection therewith, each party hereto agrees that (i) solely with respect to any assignments required or desired to effectuate the Existing Lenders of each Class purposes set forth in this Amendment, such assignments shall be deemed to have adjusted their participation interests be made in requisite amounts among the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by any outstanding Letters of applicable Assignment Agreement under the Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such ClassAgreement and (ii) the Administrative Agent is hereby authorized to xxxx the Register to reflect the reallocation and assignments constituting the Reallocation. Notwithstanding anything to the contrary contained in Section 10.6 of the Credit Agreement or this Amendment, (x) no other documents or instruments, including any Assignment Agreement, shall be required to be executed in connection with these assignments (all of which requirements are hereby waived), (y) no fees shall be required to be paid to the Borrower Administrative Agent in connection with such assignments, and (z) such assignments shall have no liability be deemed to any Lender for any amounts that would otherwise be payable pursuant to Section 2.15 made with all applicable representations, warranties and covenants as a result of the prepayment and borrowing on the Fourth Amendment Effective Date contemplated if evidenced by this Section 2.20(a)an Assignment Agreement. (bii) Each In connection with the Reallocation, each Lender (including each New Lender) shall make such payments in Dollars to the Administrative Agent, on the Second Amendment Effective Date, as necessary (in the reasonable determination of the Lenders hereby acknowledges Administrative Agent) to effect the purchases of Loans and agrees as of Commitments constituting the Fourth Reallocation. (iii) From and after the Second Amendment Effective Date that (i) no Lender nor Date, the Administrative Agent has made any representations or warranties or assumed any responsibility with shall (to the extent received from the Borrower) make payment in respect of accrued fees and interest on the Existing Loans and Existing Commitments that are reallocated pursuant to the Reallocation, (Ax) any statementsto the extent accrued prior to the Second Amendment Effective Date, warranties or representations made in or in connection with this Agreement or to the executionholder of such Existing Loans and Existing Commitments immediately prior to the Reallocation (including, legalityas applicable, validity, enforceability, genuineness or sufficiency of this Agreement or any other Loan Document or (Bthe Departing Lender) 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 (iiiy) it has made to the extent accrued on or after the Second Amendment Effective Date, to the holder of such Existing Loans and continues Existing Commitments after giving effect 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 LenderReallocation.

Reallocation of Commitments and Loans. Notwithstanding anything to the contrary in the Credit Agreement or the Amended Credit Agreement, each party hereto agrees (ai) On that on the Fourth Third 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 Fourth Amendment Effective Date (each, an “Existing Lender”) Commitments 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 therewithI attached as Annex C hereto and as described in the Amended Credit Agreement, (ii) that the Existing Lenders of each Class requisite assignments, payments and prepayments shall be deemed to have adjusted their participation interests be made in such amounts among the Lenders (including the Departing Lenders and the New Lenders) and from each Lender to each other Lender (including each New Lender), with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumptions under the Credit Agreement or otherwise and (iii) to any outstanding Letters adjustments to be made to the Register to effectuate such reallocations, assignments, payments and prepayments. In connection therewith, any reallocation among the applicable Lenders (including the Departing Lenders and the New Lenders) resulting from the adjustments of Credit of such Class so that such interests are held ratably the Loans and Commitments shall all occur on the Third Amendment Effective Date in accordance connection with their Applicable Percentage of Commitments of such Classthis Amendment (the “Facility Adjustments”). Notwithstanding anything to the contrary contained in Section 12.04 of the Credit Agreement or this AgreementAmendment, no other documents or instruments, including any Assignment and Assumption, shall be required to be executed in connection with these assignments, payments and prepayments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Third Amendment Effective Date, the Borrower Lenders shall have no liability to make full cash settlement with each other through the Administrative Agent (including in the form of non-pro rata funding by 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 Effective Date contemplated by this Section 2.20(a). (b) Each of the Lenders hereby acknowledges and agrees has increased its Commitment and/or Loans as of the Fourth Third Amendment Effective Date that (i) no Lender nor Date, including, without limitation, in an aggregate amount equal to the outstanding Loans of the Departing Lenders), and the Administrative Agent has made any representations may make such adjustments between and among the applicable Lenders as are reasonably necessary to effectuate the Facility Adjustments, in each case as the Administrative Agent may direct or warranties or assumed any responsibility approve, with respect to (A) any statementsall assignments, warranties or representations made reallocations and other changes in or in connection with this Agreement or Commitments and Loans, so that the execution, legality, validity, enforceability, genuineness or sufficiency outstanding Loans and Commitments are as set forth on the revised Schedule I attached as Annex C hereto as 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 LenderThird Amendment Effective Date.

Reallocation of Commitments and Loans. (a) On the Fourth 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 Fourth 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). 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 Second Amendment Effective Date contemplated by this Section 2.20(a). (b) Each of the Lenders hereby acknowledges and agrees as of the Fourth Second Amendment Effective Date 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.

Reallocation of Commitments and Loans. Fortis Capital Corp. (a“Departing Lender”) On desires to assign all of its rights and obligations as a Lender under the Fourth Amendment Effective DateCredit Agreement to BNP Paribas. In addition, the Borrower shall Lenders (Aother than the Departing Lender) prepay the outstanding Loans have agreed among themselves to reallocate their respective Commitments, 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 fromamong other things, any Lender with a Commitment under this Agreement prior allow certain financial institutions to become party to the Fourth Amendment Effective Date Agreement as Lenders (each, an a “Existing New Lender”) shall be effected by book entry to acquiring an interest in the extent that any portion Aggregate Commitment. Each 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 thatthe LC Issuer and each Borrower hereby consents to (i) the assignment by the Departing Lender of its rights and obligations as a Lender under the Credit Agreement to BNP Paribas, (ii) each New Lender, by its execution of this Amendment, becoming a party to the Agreement as a Lender and (iii) the reallocation of the Commitments. On the date this Amendment becomes effective and after giving effect theretoto such reallocation of the Aggregate Commitment, the Loans Commitment of the Departing Lender shall terminate, each New Lender shall be a Lender under and as defined in the Agreement and the Commitment of each Class are held ratably by the Lenders of such Class in accordance with Lender, including each New Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of this Agreement and each other Loan Document, will shall be as set forth opposite on Annex A to this Amendment. With respect to such Person’s name on Schedule 1.01(b). Concurrently therewithreallocation, the Existing Lenders of each Class (a) BNP Paribas shall be deemed to have adjusted their participation interests in any outstanding Letters acquired the Departing Lender’s Commitment, (b) each New Lender shall be deemed to have acquired its Commitment from each of Credit the other Lenders and (c) such acquisition of such Class so that such interests are held ratably in accordance with their Applicable Percentage the Departing Lender’s Commitment and reallocation of Commitments of such Class. Notwithstanding anything the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant 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 terms of the prepayment Assignment and borrowing on Assumption Agreement attached as Exhibit C to the Fourth Amendment Effective Date Agreement as if Departing Lender, such New Lenders and the other Lenders had executed an Assignment and Assumption with respect to such acquisition and reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 14.3.3 of the Agreement with respect to the assignments and reallocations contemplated by this Section 2.20(a). (b) Each 2. To the extent requested by any Lender, and in accordance with Section 3.4 of the Lenders hereby acknowledges and agrees as Agreement, the Borrowers shall pay to such Lender, within the time period prescribed by Section 3.6 of the Fourth Amendment Effective Date that (i) no Lender nor Agreement, any amounts required to be paid by the Administrative Agent has made Borrowers under Section 3.4 of the Agreement in the event the payment of any representations principal of any Eurodollar Loan or warranties or assumed the conversion of any responsibility with respect to (A) any statements, warranties or representations made in or Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation 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.

Reallocation of Commitments and Loans. The Lenders party to the Original Credit Agreement have agreed among themselves to reallocate their respective Commitments (as defined in the Original Credit Agreement) as contemplated by this Agreement, and to, among other things, allow certain financial institutions identified by the Co-Lead Arrangers in consultation with the Borrower, to become a party to this Agreement as a Lender (each, a “New Lender”) by acquiring an interest in the Aggregate Commitment. In addition, BMO Capital Markets Financing, Inc., (the “Departing Lender”) desires to no longer be a party to the Original Credit Agreement and it will not be a party to this Agreement. shall be deemed to have assigned its rights and obligations as a lender under the Original Credit Agreement. On the Effective Date and after giving effect to such reallocation and adjustment of the Aggregate Commitment, (a) On the Fourth Amendment Effective DateCommitment and Applicable Percentage of each Lender, the Borrower including each New Lender, shall (A) prepay be as set forth on Schedule 2.01 and each Lender, including each New Lender, shall own its Applicable Percentage of 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), (xb) the prepayment to, and borrowing from, any Departing Lender with a Commitment under this Agreement prior to the 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 assigned its rights and obligations as a lender under the Original Credit Agreement to the Lenders party to this Agreement on the Effective Date. The reallocation and adjustment to the Commitments of each Lender, including each New Lender and the Departing Lender, as contemplated by this Section 11.17 shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A hereto as if each of the Lenders, including each New Lender and the Departing Lender, had executed an Assignment and Assumption with respect to such reallocation and adjustment. The Borrower and the Administrative Agent hereby consent to such reallocation and adjustment of the Commitments, each New Lender’s acquisition of an interest in the Aggregate Commitment and the Departing Lender’s assignment of its rights, interests, liabilities and obligations under the Original Credit Agreement. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) with respect to the assignments and reallocations of the Commitments contemplated by this Section 11.17. To the extent requested by any outstanding Letters of Credit of such Class so that such interests are held ratably Lender, and in accordance with their Applicable Percentage of Commitments of such Class. Notwithstanding anything to the contrary contained in this AgreementSection 2.17, the Borrower shall have no liability pay to any Lender for such Lender, within the time period prescribed by Section 2.17, any amounts that would otherwise required to be payable pursuant to paid by the Borrower under Section 2.15 as a result 2.17 in the event the payment of any principal of any Eurodollar Loan or the prepayment and borrowing conversion of any Eurodollar Loan other than on the Fourth Amendment Effective Date last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2.20(a)11.17. (b) Each of the Lenders hereby acknowledges and agrees as of the Fourth Amendment Effective Date 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.

Reallocation of Commitments and Loans. (a) On the Fourth Third 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 Fourth Third 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 Third Amendment Effective Date contemplated by this Section 2.20(a). (b) Each of the Lenders hereby acknowledges and agrees as of the Fourth Third Amendment Effective Date 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.