Common use of Reallocation of Commitments and Loans Clause in Contracts

Reallocation of Commitments and Loans. The Lenders party to the Original Credit Agreement have agreed among themselves to reallocate their respective Revolving 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. On the Effective Date and after giving effect to such reallocation and adjustment of the Aggregate Commitment, the Commitment and Applicable Percentage of each Lender, including each New Lender, shall be as set forth on Schedule 2.01 and each Lender, including each New Lender, shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments of each Lender, including each New 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, 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 Lender, and in accordance with Section 2.16, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by the Borrower under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.17.

Reallocation of Commitments and Loans. The Lenders party to the Original Credit Agreement have agreed among themselves to reallocate their respective Revolving 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. On the Effective Date and after giving effect to such reallocation and adjustment of the Aggregate Commitment, the Commitment and Applicable Percentage of each Lender, including each New Lender, Lender shall be as set forth on Schedule 2.01 1.01 and each Lender, including each New Lender, Lender shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments of each Lender, including each New Lender, 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, Lenders had executed an Assignment and Assumption with respect to such reallocation and adjustment. The Each 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 CommitmentCommitments. 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 Lender, and in accordance with Section 2.16, the Borrower Borrowers shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by the Borrower Borrowers under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.17.

Reallocation of Commitments and Loans. The Lenders party (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 Original Credit Agreement have agreed among themselves to reallocate their respective Revolving 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 Fourth Amendment Effective Date (each, a an “New Existing Lender”) shall be effected by acquiring an interest 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 Aggregate Commitment. On the Effective Date and Administrative Agent, so that, after giving effect to such reallocation and adjustment of the Aggregate Commitmentthereto, the Commitment and 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 Lenderother Loan Document, including each New Lender, shall will be as set forth opposite such Person’s name on Schedule 2.01 and each Lender1.01(b). Concurrently therewith, including each New Lender, shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments Existing Lenders of each Lender, including each New Lender, as contemplated by this Section 11.17 Class shall be deemed to have been consummated 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 the terms Section 2.15 as a result of the Assignment prepayment and Assumption attached as Exhibit A hereto as if each of borrowing on 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 Fourth Amendment Effective Date contemplated by this Section 11.17. To 2.20(a). (b) Each of the extent requested by Lenders hereby acknowledges and agrees as of the Fourth Amendment Effective Date that (i) no Lender nor the Administrative Agent has made any Lenderrepresentations or warranties or assumed any responsibility with respect to (A) any statements, and warranties or representations made in accordance with Section 2.16, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by the Borrower under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with this Agreement or the reallocation contemplated 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 Section 11.17Agreement; 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 (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 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 and after giving effect to such reallocation and adjustment of the Aggregate Commitment, the Commitment and Applicable Percentage of each Lender, including each New Lender, shall be as set forth on Schedule 2.01 and each Lender, including each New Lender, shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments of each Lender, including each New Lender, as contemplated by this Section 11.17 11.19 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, 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 11.1711.19. To the extent requested by any Lender, and in accordance with Section 2.16, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by the Borrower under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.1711.19.

Reallocation of Commitments and Loans. The Lenders party Notwithstanding anything to the Original contrary in the Credit Agreement have agreed among themselves to reallocate their respective Revolving Commitments (as defined in or the Original Amended Credit Agreement, each party hereto agrees (i) as contemplated by this Agreement, and to, among other things, allow certain financial institutions identified by that on 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. On the Third Amendment Effective Date and after giving effect to such reallocation and adjustment of the Aggregate CommitmentDate, the Commitment Loans and Applicable Percentage of each Lender, including each New Lender, Commitments shall be as set forth on Schedule 2.01 I attached as Annex C hereto and as described in the Amended Credit Agreement, (ii) that the requisite assignments, payments and prepayments shall be deemed to be made in such amounts among the Lenders (including the Departing Lenders and the New Lenders) and from each Lender, 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 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 the Loans and Commitments shall all occur on the Third Amendment Effective Date in connection with this Amendment (the “Facility Adjustments”). Notwithstanding anything to the contrary in Section 12.04 of the Credit Agreement or this Amendment, no other documents or instruments, including any Assignment and Assumption, shall own its Applicable Percentage be required to be executed in connection with these assignments, payments and prepayments (all of the outstanding Loans. The reallocation which requirements are hereby waived), and adjustment to the Commitments of each Lender, including each New Lender, as contemplated by this Section 11.17 such assignments shall be deemed to have been consummated pursuant to the terms of the Assignment be made with all applicable representations, warranties and Assumption attached as Exhibit A hereto covenants as if each of the Lenders, including each New Lender, had executed evidenced by an Assignment and Assumption Assumption. On the Third Amendment Effective Date, the Lenders shall make full cash settlement with respect each other through the Administrative Agent (including in the form of non-pro rata funding by any Lender that has increased its Commitment and/or Loans as of the Third Amendment Effective Date, including, without limitation, in an aggregate amount equal to such reallocation and adjustment. The Borrower the outstanding Loans of the Departing Lenders), and the Administrative Agent hereby consent may make such adjustments between and among the applicable Lenders as are reasonably necessary to such reallocation and adjustment of effectuate the Commitments and Facility Adjustments, in each New Lender’s acquisition of an interest in case as the Aggregate Commitment. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) may direct or approve, with respect to all assignments, reallocations and other changes in Commitments and Loans, so that the assignments outstanding Loans and reallocations Commitments are as set forth on the revised Schedule I attached as Annex C hereto as of the Commitments contemplated by this Section 11.17. To the extent requested by any Lender, and in accordance with Section 2.16, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by the Borrower under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.17Third Amendment Effective Date.

Reallocation of Commitments and Loans. The Lenders party to the Original Credit Agreement have agreed among themselves to reallocate their respective Revolving 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 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 Effective Date and after giving effect to such reallocation and adjustment of the Aggregate Commitment, the Commitment and Applicable Percentage of each Lender, including each New Lender, shall be as set forth on Schedule 2.01 and each Lender, including each New Lender, shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments of each Lender, including each New Lender, as contemplated by this Section 11.17 11.19 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, 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 11.1711.19. To the extent requested by any Lender, and in accordance with Section 2.16, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by the Borrower under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.1711.19.

Reallocation of Commitments and Loans. The Lenders party to the Original Credit Agreement have agreed among themselves to reallocate their respective Revolving Commitments (as defined in the Original Credit Agreement) as contemplated by this Agreement, 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 adjust their interests in the Aggregate CommitmentRevolving Commitment and the Loans accordingly. On the Effective Date and after giving effect to such reallocation and adjustment of the Aggregate Commitment, the Revolving Commitment and Applicable Percentage of each Lender, including each New Lender, Lender shall be as set forth on Schedule 2.01 and each Lender, including each New Lender, Lender shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Revolving Commitments of each Lender, including each New Lender, 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, Lenders 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 CommitmentRevolving Commitments. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section EXCO CREDIT AGREEMENT – Page 127 11.04(b)(ii)(C) with respect to the assignments and reallocations of the Revolving Commitments contemplated by this Section 11.17. To the extent requested by any Lender, and in accordance with Section 2.162.17, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.162.17, any amounts required to be paid by the Borrower under Section 2.16 2.17 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.17.

Reallocation of Commitments and Loans. The Lenders party Fortis Capital Corp. (“Departing Lender”) desires to assign all of its rights and obligations as a Lender under the Original Credit Agreement to BNP Paribas. In addition, the Lenders (other than the Departing Lender) have agreed among themselves to reallocate their respective Revolving Commitments (as defined in the Original Credit Agreement) as contemplated by this AgreementCommitments, 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 the Agreement as a Lender Lenders (each, a “New Lender”) by acquiring an interest in the Aggregate Commitment. Each of the Administrative Agent, the 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 Effective Date date this Amendment becomes effective and after giving effect to such reallocation and adjustment of the Aggregate Commitment, the Commitment of the Departing Lender shall terminate, each New Lender shall be a Lender under and Applicable Percentage as defined in the Agreement and the Commitment of each Lender, including each New Lender, shall be as set forth on Schedule 2.01 and each Annex A to this Amendment. With respect to such reallocation, (a) BNP Paribas shall be deemed to have acquired the Departing Lender’s Commitment, including (b) each New Lender, Lender shall own be deemed to have acquired its Applicable Percentage Commitment from each of the outstanding Loans. The other Lenders and (c) such acquisition of the Departing Lender’s Commitment and reallocation and adjustment to of the Commitments of each Lender, including each New Lender, as contemplated by this Section 11.17 Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit A hereto C to the Agreement as if each of the Lenders, including each New Departing Lender, such New Lenders and the other Lenders had executed an Assignment and Assumption with respect to such reallocation acquisition 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 Commitmentreallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) 14.3.3 of the Agreement with respect to the assignments and reallocations of the Commitments contemplated by this Section 11.172. To the extent requested by any Lender, and in accordance with Section 2.163.4 of the Agreement, the Borrower Borrowers shall pay to such Lender, within the time period prescribed by Section 2.163.6 of the Agreement, any amounts required to be paid by the Borrower Borrowers under Section 2.16 3.4 of the Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.172.

Reallocation of Commitments and Loans. The Lenders party to the Original Credit Agreement have agreed among themselves to reallocate their respective Revolving 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) the Commitment and Applicable Percentage of each Lender, including each New Lender, shall be as set forth on Schedule 2.01 and each Lender, including each New Lender, shall own its Applicable Percentage of the outstanding LoansLoans and (b) the Departing Lender shall be deemed to have 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 and Commitments, each New Lender’s acquisition of an interest in the Aggregate CommitmentCommitment 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 Lender, and in accordance with Section 2.162.17, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.162.17, any amounts required to be paid by the Borrower under Section 2.16 2.17 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.17.

Reallocation of Commitments and Loans. The Lenders (including the Departing Lenders) party to the Original Existing Credit Agreement have agreed among themselves to reallocate their respective Revolving Commitments (as defined in the Original Existing 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. On the Effective Closing Date and after giving effect to such reallocation and adjustment of the Aggregate Total Commitment, the Commitment and Applicable Percentage of each Lender, including each New Lender, Lender shall be as set forth on Schedule 2.01 1.1(a) and each Lender, including each New Lender, Lender shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments of each Lender, including each New Lender, Lender as contemplated by this Section 11.17 13.26 shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A G hereto as if each of the Lenders, including each New Lender, Lenders 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 CommitmentCommitments. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C13.6(b)(ii)(C) with respect to the assignments and reallocations of the Commitments contemplated by this Section 11.1713.26. To the extent requested by any Lender, and in accordance with Section 2.162.11, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.162.11, any amounts required to be paid by the Borrower under Section 2.16 2.11 in the event the payment of any principal of any Eurodollar LIBOR Loan or the conversion of any Eurodollar LIBOR Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.1713.26. After giving effect to this Section 13.26, as of the Closing Date, each Departing Lender shall cease to be a Lender under this Agreement or have any rights or obligations hereunder (except with respect to any indemnification obligations of the Borrower and the other Credit Parties and any other provisions which by their terms expressly survive repayment of the Loans and the termination of the Credit Documents).

Reallocation of Commitments and Loans. The Lenders party Fortis Capital Corp. ("Departing Lender") desires to assign all of its rights and obligations as a Lender under the Original Credit Agreement to other Lenders. In addition, the other Lenders have agreed among themselves to reallocate their respective Revolving Commitments (as defined in the Original Credit Agreement) as contemplated by this AgreementCommitments, and to, among other things, allow certain financial institutions identified by the Co-X.X. Xxxxxx Securities, Inc. in its capacity as Sole Bookrunner and Joint Lead Arrangers Arranger (in such capacity "X.X. Xxxxxx") in consultation with the Borrower, to become a party to this the Credit Agreement as a Lender (each, a “"New Lender”") by acquiring an interest in the Aggregate Commitment. Each of the Administrative Agent and the Borrowers hereby consent to (i) the assignments by the Departing Lender of its rights and obligations as a Lender under the Credit Agreement to the other Lenders, including the New Lenders, (ii) the reallocation of the Commitments and (iii) each New Lender's acquisition of an interest in the Aggregate Commitment. On the Effective Date date this Amendment becomes effective and after giving effect to such reallocation and adjustment of the Aggregate Commitment, the Commitment of the Departing Lender shall terminate and Applicable Percentage the Commitment of each Lender, including each New Lender, shall be as set forth on Schedule 2.01 1.01 of this Amendment. With respect to such reallocation, each New Lender shall be deemed to have acquired its Commitment from the Departing Lender and each Lender, including each New Lender, shall own its Applicable Percentage of the outstanding Loans. The other Lenders and such acquisition of the Departing Lender's Commitment and the reallocation and adjustment to of the Commitments of each Lender, including each New Lender, as contemplated by this Section 11.17 Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A hereto to the Credit Agreement as if each of the Lenders, including each New Departing Lender, such New Lenders and the other Lenders had executed an Assignment and Assumption with respect to such reallocation acquisition 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 Commitmentreallocation. 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 of the Commitments contemplated by this Section 11.172. To the extent requested by any Lender, including the Departing Lender, and in accordance with Section 2.162.16 of the Credit Agreement, the Borrower Borrowers shall pay to such Lender, within the time period prescribed by Section 2.162.16 of the Credit Agreement, any amounts required to be paid by the Borrower Borrowers under Section 2.16 of the 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 last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.172.

Reallocation of Commitments and Loans. The Lenders (including the Departing Lenders) party to the Original Existing Credit Agreement have agreed among themselves to reallocate their respective Revolving Commitments (as defined in the Original Existing 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. On the Effective Date and after giving effect to such reallocation and adjustment of the Aggregate Commitment, the Commitment and Applicable Percentage of each Lender, including each New Lender, Lender shall be as set forth on Schedule 2.01 1.01 and each Lender, including each New Lender, Lender shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments of each Lender, including each New Lender, Lender as contemplated by this Section 11.17 11.18 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, Lenders 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 CommitmentCommitments. 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 11.1711.18. To the extent requested by any Lender, and in accordance with Section 2.16, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by the Borrower under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.1711.18.

Reallocation of Commitments and Loans. The Lenders party (a) On the First Omnibus Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender with a Commitment under this Agreement prior to the Original Credit Agreement have agreed among themselves to reallocate their respective Revolving 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 First Omnibus Amendment Effective Date (each, a an “New Existing Lender”) shall be effected by acquiring an interest 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 Aggregate Commitment. On the Effective Date and Administrative Agent, so that, after giving effect to such reallocation and adjustment of the Aggregate Commitmentthereto, the Commitment and 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 Lenderother Loan Document, including each New Lender, shall will be as set forth opposite such Person’s name on Schedule 2.01 and each Lender1.01(b). Concurrently therewith, including each New Lender, shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments Existing Lenders of each Lender, including each New Lender, as contemplated by this Section 11.17 Class shall be deemed to have been consummated 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 the terms Section 2.15 as a result of the Assignment prepayment and Assumption attached as Exhibit A hereto as if each of borrowing on 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 First Omnibus Amendment Effective Date contemplated by this Section 11.17. To 2.20(a). (b) Each of the extent requested by Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any Lenderrepresentations or warranties or assumed any responsibility with respect to (A) any statements, and warranties or representations made in accordance with Section 2.16, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by the Borrower under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with this Agreement or the reallocation contemplated execution, legality, validity, enforceability, genuineness or sufficiency of this 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 Section 11.17Agreement; 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 (a) On the 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 Original Credit Agreement have agreed among themselves to reallocate their respective Revolving 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 Third Amendment Effective Date (each, a an “New Existing Lender”) shall be effected by acquiring an interest 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 Aggregate Commitment. On the Effective Date and Administrative Agent, so that, after giving effect to such reallocation and adjustment of the Aggregate Commitmentthereto, the Commitment and 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 Lenderother Loan Document, including each New Lender, shall will be as set forth opposite such Person’s name on Schedule 2.01 and each Lender1.01(b). Concurrently therewith, including each New Lender, shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments Existing Lenders of each Lender, including each New Lender, as contemplated by this Section 11.17 Class shall be deemed to have been consummated 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 the terms Section 2.15 as a result of the Assignment prepayment and Assumption attached as Exhibit A hereto as if each of borrowing on 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 Third Amendment Effective Date contemplated by this Section 11.17. To 2.20(a). (b) Each of the extent requested by Lenders hereby acknowledges and agrees as of the Third Amendment Effective Date that (i) no Lender nor the Administrative Agent has made any Lenderrepresentations or warranties or assumed any responsibility with respect to (A) any statements, and warranties or representations made in accordance with Section 2.16, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by the Borrower under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with this Agreement or the reallocation contemplated 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 Section 11.17Agreement; 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 Fortis Capital Corp. (“Departing Lender”) desires to assign all of its rights and obligations as a Lender under the Original Credit Agreement to BNP Paribas. In addition, the Lenders (other than the Departing Lender) have agreed among themselves to reallocate their respective Revolving Commitments Commitments. Each of the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Borrower hereby consents to (as defined in i) the Original Credit Agreement) as contemplated by this Agreement, and to, among other things, allow certain financial institutions identified assignment by the Co-Lead Arrangers in consultation with the Borrower, to become a party to this Agreement Departing Lender of its rights and obligations as a Lender under the Credit Agreement to BNP Paribas and (each, a “New Lender”ii) by acquiring an interest in the Aggregate Commitmentreallocation of the Commitments. On the Effective Date date this Amendment becomes effective and after giving effect to such reallocation and adjustment of the Aggregate CommitmentCommitments, the Commitment of the Departing Lender shall terminate and Applicable Percentage the Commitment of each Lender, including each New Lender, Lender shall be as set forth on Schedule 2.01 to this Amendment. With respect to such reallocation, (a) BNP Paribas shall be deemed to have acquired the Departing Lender’s Commitment and each Lender, including each New Lender, shall own its Applicable Percentage (b) such acquisition of the outstanding Loans. The Departing Lender’s Commitment and the reallocation and adjustment to of the Commitments of each Lender, including each New Lender, as contemplated by this Section 11.17 among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit A hereto C to the Credit Agreement as if each of Departing Lender and the Lenders, including each New Lender, other Lenders had executed an Assignment and Assumption with respect to such reallocation acquisition 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 Commitmentreallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C10.06(b)(iv) of the Credit Agreement with respect to the assignments and reallocations of the Commitments contemplated by this Section 11.172. To the extent requested by any Lender, and in accordance with Section 2.162.16 of the Credit Agreement, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.162.16 of the Credit Agreement, any amounts required to be paid by the Borrower under Section 2.16 of the 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 last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.172.

Reallocation of Commitments and Loans. The (i) Notwithstanding anything to the contrary in the Credit Agreement prior to giving effect to this Amendment, on the Second Amendment Effective Date, the Existing Revolving Commitments and Existing Loans of each Existing Lender (including the Departing Lender) shall be automatically assigned to one or more Lenders party to hereto (including Existing Lenders and/or New Lenders) (collectively, the Original Credit Agreement have agreed among themselves to reallocate their respective Revolving Commitments (“Reallocation”), as defined in the Original Credit Agreement) as contemplated by this Agreementnecessary, 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. On the Effective Date and such that after giving effect to such reallocation Reallocation and adjustment of the Aggregate CommitmentSecond Amendment Effective Date Prepayment, the Commitment and Applicable Percentage amount of Revolving Credit Commitments of each Lender, including each New Lender, Lender shall be as set forth on Schedule 2.01 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 that each Lender (after giving effect to the Reallocation) holds such Revolving Loans and participations on a ratable basis consistent with the amount of their respective Revolving Credit Commitments after giving effect to the Reallocation). In connection therewith, each party hereto agrees that (i) solely with respect to any assignments required or desired to effectuate the purposes set forth in this Amendment, such assignments shall be deemed to 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 applicable Assignment Agreement under the Credit Agreement 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 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 Administrative Agent in connection with such assignments, and (z) such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment Agreement. (ii) In connection with the Reallocation, each Lender (including each New Lender) shall make such payments in Dollars to the Administrative Agent, shall own its Applicable Percentage on the Second Amendment Effective Date, as necessary (in the reasonable determination of the outstanding Loans. The reallocation Administrative Agent) to effect the purchases of Loans and adjustment Commitments constituting the Reallocation. (iii) From and after the Second Amendment Effective Date, the Administrative Agent shall (to the extent received from the Borrower) make payment in respect of accrued fees and interest on the Existing Loans and Existing Commitments of each Lender, including each New Lender, as contemplated by this Section 11.17 shall be deemed to have been consummated that are reallocated pursuant to the terms of the Assignment and Assumption attached as Exhibit A hereto as if each of the LendersReallocation, 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(x) with respect to the assignments extent accrued prior to the Second Amendment Effective Date, to the holder of such Existing Loans and reallocations of Existing Commitments immediately prior to the Commitments contemplated by this Section 11.17. To Reallocation (including, as applicable, the Departing Lender) and (y) to the extent requested by any Lenderaccrued on or after the Second Amendment Effective Date, to the holder of such Existing Loans and in accordance with Section 2.16, Existing Commitments after giving effect to the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by the Borrower under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.17Reallocation.

Reallocation of Commitments and Loans. The Lenders party to the Original Credit Agreement have agreed among themselves to reallocate their respective Revolving 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 CommitmentAmendment. On the Amendment Effective Date and after giving effect to such reallocation and adjustment the increase of the Aggregate CommitmentCommitment contemplated by Section 4, the Commitment and Applicable Percentage of each Lender, including each New Lender, Lender shall be as set forth on Schedule 2.01 attached hereto and each Lender, including each New Lender, Lender shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments of each Lender, including each New Lender, Lender as contemplated by this Section 11.17 5 shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A hereto to the Credit Agreement as if each of the Lenders, including each New Lender, Lenders 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 CommitmentCommitments. 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 of the Commitments contemplated by this Section 11.175. To the extent requested by any Lender, and in accordance with Section 2.162.16 of the Credit Agreement, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.162.16 of the Credit Agreement, any amounts required to be paid by the Borrower under Section 2.16 of the 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 last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.175.

Reallocation of Commitments and Loans. The Lenders party to the Original Credit Agreement have agreed among themselves to reallocate their respective Revolving Commitments (as defined in the Original Credit Agreement) as contemplated by this Agreement, 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 adjust their interests in the Aggregate CommitmentRevolving Commitment and the Loans accordingly. On the Effective Date and after giving effect to such reallocation and adjustment of the Aggregate Commitment, the Revolving Commitment and Applicable Percentage of each Lender, including each New Lender, Lender shall be as set forth on Schedule 2.01 and each Lender, including each New Lender, Lender shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Revolving Commitments of each Lender, including each New Lender, 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, Lenders 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 CommitmentRevolving Commitments. 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 Revolving Commitments contemplated by this Section 11.17. To the extent requested by any Lender, and in accordance with Section 2.162.17, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.162.17, any amounts required to be paid by the Borrower under Section 2.16 2.17 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.17.

Reallocation of Commitments and Loans. The Lenders party to the Original Existing Credit Agreement have agreed among themselves to reallocate their respective Revolving Commitments (as defined in the Original Existing Credit Agreement) in accordance with each Lender’s applicable Revolving Commitment 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 CommitmentTotal Revolving Commitments. On the Effective Closing Date and after giving effect to such reallocation and adjustment of the Aggregate CommitmentTotal Revolving Commitments, the Revolving Commitment and Applicable Revolving Percentage of each Lender, including each New Lender, shall be as set forth on Schedule 2.01 1.1A and each Lender, including each New Lender, shall own its Applicable Revolving Percentage of the outstanding Loans. The reallocation and adjustment to the Revolving Commitments of each Lender, including each New Lender, as contemplated by this Section 11.17 10.21 shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A E 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 Revolving Commitments and each New Lender’s acquisition of an interest in the Aggregate Total Revolving Commitment. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C10.06(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 Lender, and in accordance with Section 2.16, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by the Borrower under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 11.1710.21.

Reallocation of Commitments and Loans. The Lenders party (a) On the 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 Original Credit Agreement have agreed among themselves to reallocate their respective Revolving 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 Second Amendment Effective Date (each, a an “New Existing Lender”) shall be effected by acquiring an interest 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 Aggregate Commitment. On the Effective Date and Administrative Agent, so that, after giving effect to such reallocation and adjustment of the Aggregate Commitmentthereto, the Commitment and 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 Lenderother Loan Document, including each New Lender, shall will be as set forth opposite such Person’s name on Schedule 2.01 and each Lender1.01(b). Concurrently therewith, including each New Lender, shall own its Applicable Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments Existing Lenders of each Lender, including each New Lender, as contemplated by this Section 11.17 Class shall be deemed to have been consummated 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 the terms Section 2.15 as a result of the Assignment prepayment and Assumption attached as Exhibit A hereto as if each of borrowing on 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 Second Amendment Effective Date contemplated by this Section 11.17. To 2.20(a). (b) Each of the extent requested by Lenders hereby acknowledges and agrees as of the Second Amendment Effective Date that (i) no Lender nor the Administrative Agent has made any Lenderrepresentations or warranties or assumed any responsibility with respect to (A) any statements, and warranties or representations made in accordance with Section 2.16, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by the Borrower under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with this Agreement or the reallocation contemplated 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 Section 11.17Agreement; 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.