Common use of Reallocation of Commitments Clause in Contracts

Reallocation of Commitments. Upon the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by the Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, as of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (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 Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that after giving effect to such settlements each Lender’s Applicable Percentage with respect to the applicable Facility shall be as set forth on Schedule 2.01; provided, that the foregoing re-allocations and deemed assignments shall not give rise to, and each Lender hereby waives, payment of any additional amounts under Section 3.05.

Reallocation of Commitments. Upon the effectiveness The Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, permit one or more of this Agreement, all outstanding “Revolving Credit Loans” given by the Lenders to increase their respective Commitments under and as defined in the Existing Credit Agreement owing by (each, an “Increasing Lender”). Each of the Administrative Agent and the Borrower under the Existing Credit Agreement shall be deemed hereby consents to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, as of the Closing Date, (i) the Commitments and Applicable Percentages for each reallocation of the Lenders are as set forth on Schedule 2.01 Commitments and (ii) the increase in each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Increasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (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 AssumptionCommitment. On the Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations date this Amendment becomes effective and other changes in commitments contemplated hereby such that after giving effect to such settlements reallocation, increase and assignment of the Aggregate Commitment, the Commitment of each Lender’s Applicable Percentage with respect to the applicable Facility Lender shall be as set forth on Schedule 2.01; provided2.01 of the Credit Agreement, that the foregoing re-allocations and deemed assignments shall not give rise to, and each as amended by this Amendment. Each Lender hereby waivesconsents to the Commitments set forth on Schedule 2.01 of the Credit Agreement, as amended by this Amendment. The reallocation of the 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 to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The increase in each Increasing Lender’s Commitment shall be deemed to have been consummated pursuant to the terms of the Commitment Increase Certificate attached as Exhibit F-1 to the Credit Agreement as if such Increasing Lender had executed a Commitment Increase Certificate with respect to such increase. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in clause (C) of Section 11.04(b)(ii) and Section 11.04(b)(iii) of the Credit Agreement with respect to the increase in the Commitment of each Increasing Lender and the assignments and reallocations contemplated by this Section 3. To the extent requested by any Lender and in accordance with Section 2.17 of the Credit Agreement, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.17 of the Credit Agreement, any amounts required to be paid by the Borrower under Section 2.17 of the Credit Agreement in the event the payment of any additional amounts under 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 and increase contemplated by this Section 3.053.

Reallocation of Commitments. Upon the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by the The Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed have agreed among themselves to be Revolving Credit Loans hereunderreallocate their respective Commitments. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, as Each of the Closing Date, (i) the Commitments Administrative Agent and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party Borrower hereby consents to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (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 AssumptionCommitments. On the Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations date this Amendment becomes effective and other changes in commitments contemplated hereby such that after giving effect to such settlements reallocation, the Commitment of each Lender’s Applicable Percentage with respect to the applicable Facility Lender shall be as set forth on Schedule 2.01; provided, that the foregoing re-allocations and deemed assignments shall not give rise to, and each 1.01 of this Amendment. Each Lender hereby waivesconsents to the Commitments set forth on Schedule 1.01 of this Amendment. The reallocation of the 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 to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such 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. To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any additional amounts under 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 3.052.

Reallocation of Commitments. Upon Each of the effectiveness Borrower, the Administrative Agent and the Lenders agree as hereinafter set forth to reallocate the Commitments, Elected Commitments, Aggregate Maximum Credit Amount, Applicable Percentages and Revolving Credit Exposures. The assignments by each of the Lenders necessary to effect the reallocation of the Commitments, Elected Commitments, Aggregate Maximum Credit Amount, Applicable Percentages and Revolving Credit Exposures are hereby consummated pursuant to the terms and provisions of this AgreementAmendment and Section 12.04(b), all outstanding “Revolving and the Borrower, the Administrative Agent and each Lender hereby consummate such assignment and assumption pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit G to the Credit Loans” given by Agreement as if each of them had executed and delivered an Assignment and Assumption (with the Lenders under and Effective Date, as defined in therein, being the Existing Credit Agreement owing by Fourth Amendment Effective Date (as defined below)); provided that the Borrower under Administrative Agent hereby waives the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge $3,500 processing and agree that, notwithstanding the provisions regarding assignments recordation fee set forth in Section 10.06 hereof, as of the Closing Date, (i12.04(b)(ii)(C) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party with respect to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (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 Assumptionassumptions. On the Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations Fourth Amendment Effective Date and other changes in commitments contemplated hereby such that after giving effect to such settlements assignments and assumptions, the Applicable Percentage, Maximum Credit Amount and Elected Commitment of each Lender’s Applicable Percentage with respect to the applicable Facility Lender shall be as set forth on Schedule 2.01; providedAnnex I hereto. Each Lender hereby [FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT – ECLIPSE RESOURCES CORPORATION] consents and agrees to the Applicable Percentages, that Maximum Credit Amounts and Elected Commitments as set forth on Annex I hereto. With respect to the foregoing re-allocations assignments and deemed assignments shall not give rise toassumptions, and each Lender hereby waives, payment in the event of any additional amounts under conflict between this Amendment and Section 3.0512.04(b), this Amendment shall control.

Reallocation of Commitments. Upon the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by the Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, as of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (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 Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that after giving effect to such settlements each Lender’s Applicable Percentage with respect to the applicable Facility shall be as set forth on Schedule 2.01; provided, that the foregoing re-allocations and deemed assignments shall not give rise to, and each Lender hereby waives, payment of any additional amounts under Section 3.05.

Reallocation of Commitments. Upon the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by the Lenders under and as defined in the Existing Credit Agreement loans owing by the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, as of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of the such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (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 Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that after giving effect to such settlements each Lender’s Applicable Percentage with respect to the applicable Term Facility and the Revolving Credit Facility shall be as set forth on Schedule 2.01; provided, that the foregoing re-allocations and deemed assignments shall not give rise to, and each Lender hereby waives, payment of any additional amounts under Section 3.05.

Reallocation of Commitments. Upon the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by the Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, as of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of the such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (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 Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that after giving effect to such settlements each Lender’s Applicable Percentage with respect to the applicable Facility shall be as set forth on Schedule 2.01; provided, that the foregoing re-allocations and deemed assignments shall not give rise to, and each Lender hereby waives, payment of any additional amounts under Section 3.05.

Reallocation of Commitments. Upon Effective on the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by the Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, as of the Closing Amendment Effective Date, the Administrative Agent, the Borrower, the Lenders, the Swing Line Lender and the Issuing Bank consent to the following: (i) the Commitments reallocation of the Maximum Credit Amounts so that each Lender’s Maximum Credit Amount, Elected Commitment and Applicable Percentages for each of the Lenders are Percentage is as set forth on Schedule 2.01 Annex I attached hereto and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments the participations in any Letters of Credit and existing loans contemplated hereby. Notwithstanding anything to the contrary Swing Line Loans in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection accordance with such assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants each Lender’s Applicable Percentage as if evidenced by an Assignment and Assumptionset forth on Annex I attached hereto. On the Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that Amendment Effective Date after giving effect to such settlements each Lender’s reallocation of the Maximum Credit Amounts, the Maximum Credit Amount, Elected Commitment and Applicable Percentage with respect to the applicable Facility of each Lender shall be as set forth on Schedule 2.01; provided, that Annex I attached hereto. The reallocation of the foregoing re-allocations Maximum Credit Amounts and Elected Commitments among the Lenders shall be deemed to have been consummated on the Amendment Effective Date pursuant to the terms of the Assignment and Assumption attached as Exhibit F to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500.00 processing fee set forth in Section 12.04(b)(ii)(C) of the Credit Agreement with respect to the assignments shall not give rise to, and each Lender hereby waives, payment of any additional amounts under reallocations contemplated by this Section 3.054. SECTION 5.

Reallocation of Commitments. Upon On the effectiveness Amendment Effective Date (hereinafter defined), the aggregate principal balance of this Agreement, all the obligations outstanding “Revolving Credit Loans” given by under the Lenders under and as defined in the Existing Credit Agreement owing by is $443,800,000 (the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder"Prior Indebtedness") as shown on SCHEDULE II hereto. The parties hereto acknowledge Lenders hereby sell, assign, transfer and agree thatconvey, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereofand Lenders (including, as of the Closing Datewithout limitation, (i) the Commitments and Applicable Percentages for each of the those Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is not previously a party to the Existing Credit Agreement whose loan commitments Agreement) hereby purchase and accept so much of the Prior Indebtedness and all of the rights, titles, benefits, interests, privileges, claims, liens, security interests, and obligations existing and to exist (collectively the "INTERESTS") such that each Lender's Percentage of the outstanding Loans and Commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or amended by this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (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 Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that after giving effect to such settlements each Lender’s Applicable Percentage with respect to the applicable Facility First Amendment shall be as set forth on Schedule 2.01; providedin SCHEDULE II hereto as of the Amendment Effective Date. The foregoing assignment, that transfer and conveyance are without recourse to the foregoing re-allocations Lenders and deemed assignments shall not give rise towithout any warranties whatsoever as to title, and enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty by each Lender hereby waivesthat it has not sold, payment transferred, conveyed or encumbered such Interests. If as a result thereof, a Lender's Percentage of any additional amounts the outstanding Borrowings under Section 3.05.the Credit Agreement as amended by this First Amendment is less than its outstanding loans and letter of credit reimbursement obligations under the Credit Agreement on the Amendment Effective Date, the difference set forth in the last column of SCHEDULE II shall be remitted to such Lender by the Administrative Agent upon receipt of funds from the other Lenders shown in the last column of SCHEDULE II on the Amendment Effective Date. Each Lender so acquiring a part of such outstanding loans and letter of credit reimbursement obligations assumes its Percentage of the outstanding Borrowings, Commitments, rights, titles, interests, privileges, claims, liens, security interests, benefits and obligations under the Credit Agreement as amended by this First Amendment and the Security Documents and the

Reallocation of Commitments. Upon The New Lenders and certain of the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by the Consenting Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree have agreed that, notwithstanding effective as of the provisions regarding assignments date hereof and subject to the satisfaction of the conditions precedent set forth in Section 10.06 hereof4 below, as the commitments of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are such parties shall be reallocated as set forth on Schedule 2.01 I hereto, as evidenced by such New Lender’s and Consenting Lender’s, as the case may be, execution and delivery of this Amendment Agreement (ii) each Lender that is party which will also be deemed to be its execution and delivery of an Assignment and Assumption substantially in the form of Exhibit B to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Revolving Credit Agreement as an “Assignee” as defined therein and thereunder, agreeing in such capacity to all the terms therein applicable to it). The Administrative Agent agrees that notwithstanding the provisions of Section 11.06(b)(iv) of the Existing Revolving Credit Agreement, the parties hereto shall not be necessary required to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything pay to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including Administrative Agent any Assignment and Assumption, shall be executed assignment fee in connection with such assignments (all assignment. Each Consenting Lender and each New Lender hereby agrees that, with respect to any Assignment and Assumption entered into by such Lender on and after the effectiveness of which requirements are hereby waived)this Amendment Agreement, each assignee thereunder shall expressly agree to be a Consenting Lender for purposes of this Amendment Agreement, 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 Acceptance in the Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that after giving effect to such settlements each Lender’s Applicable Percentage with respect to the applicable Facility shall be form attached as set forth on Schedule 2.01; provided, that the foregoing re-allocations and deemed assignments shall not give rise to, and each Lender hereby waives, payment of any additional amounts under Section 3.05Annex B hereto.

Reallocation of Commitments. Upon Effective on the effectiveness of this AgreementAmendment Effective Date: (a) The Administrative Agent, all outstanding “Revolving Credit Loans” given by the Borrower and the Lenders under and Issuing Banks parties hereto consent to the following: (i) the reallocation of the Commitments so that each Lender’s Commitment is as defined set forth on Annex I attached hereto, (ii) the reallocation of the participations in Letters of Credit in accordance with each Lender’s Applicable Percentage as set forth on Annex I attached hereto, and (iii) the Existing Credit Agreement owing by the Borrower termination of each Departing Lender’s Commitment. Any Lender under the Existing Credit Agreement shall be deemed whose name is not shown on Annex I is referred to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, herein as of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing a “Departing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (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 Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that Amendment Effective Date after giving effect to such settlements each Lender’s reallocation and increase of the Commitments, the Commitment and Applicable Percentage with respect to the applicable Facility of each Lender shall be as set forth on Schedule 2.01; providedAnnex I attached hereto and the Commitment of each Departing Lender shall terminate. The reallocation of the Commitments among the Lenders, including the assignment by each such Departing Lender of all of its rights, interests, liabilities and obligations under the Credit Agreement to the other Lenders, shall be deemed to have been consummated on the Amendment Effective Date pursuant to the terms of the Assignment and Assumption attached as Exhibit F to the Credit Agreement as if the Lenders and the Departing Lender had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500.00 processing fee set forth in Section 12.04(b)(ii)(c) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 6. (b) If, as a result of the reallocation effected under this Section 6, any Lender (including any Departing Lender) incurs any losses, cost or expense as a result of any payment of Eurodollar Loan prior to the last day of the Interest Period applicable thereto (whether by the Borrower or by reallocation of the outstandings of the Eurodollar Loans under the Credit Agreement to effect the assignments provided herein) and such Lender makes a request for compensation, the Borrower shall compensate the Lender in accordance with Section 5.02 of the Credit Agreement. (c) Each institution that is a party hereto that is not a Lender under the foregoing re-allocations Existing Credit Agreement (each, a “New Lender”) represents and deemed assignments shall not give rise toagrees as follows: (i) it has received a copy of the Existing Credit Agreement, and each has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment, (ii) it has, independently and without reliance upon the Administrative Agent, any other agent, any Lender hereby waivesor any arranger, payment and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, and (iii) it will perform in accordance with their terms all of any additional amounts under Section 3.05the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Reallocation of Commitments. Upon Effective on the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by the Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree thatAmendment Effective Date, notwithstanding the provisions regarding assignments set forth requirement in Section 10.06 hereof, as 2.07(d) of the Closing DateCredit Agreement that each reduction of the aggregate Commitment amounts be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage (which requirement is hereby waived by the Administrative Agent, the Borrower, the Lenders and the Issuing Bank), the Administrative Agent, the Borrower and the Lenders and the Issuing Bank consent to the following: (i) the Commitments reallocation of the Maximum Credit Amounts so that each Lender’s Maximum Credit Amount and Applicable Percentages for each of the Lenders are Percentage is as set forth on Schedule 2.01 Annex I attached hereto and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary participations in the Existing Letters of Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection accordance with such assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants each Lender’s Applicable Percentage as if evidenced by an Assignment and Assumptionset forth on Annex I attached hereto. On the Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that Amendment Effective Date after giving effect to such settlements each Lender’s reallocation of the Maximum Credit Amounts, the Maximum Credit Amount and Applicable Percentage with respect to the applicable Facility of each Lender shall be as set forth on Schedule 2.01; provided, that Annex I attached hereto. The reallocation of the foregoing re-allocations Maximum Credit Amounts among the Lenders shall be deemed to have been consummated on the Amendment Effective Date pursuant to the terms of the Assignment and deemed Assumption attached as Exhibit F to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500.00 processing fee set forth in Section 12.04(b)(ii)(C) of the Credit Agreement with respect to the assignments shall not give rise to, and each Lender hereby waives, payment of any additional amounts under reallocations contemplated by this Section 3.054.

Reallocation of Commitments. Upon Each Lender that will hold a greater percentage of the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by Commitments on the Lenders Closing Date than such Lender held under and as defined in the Existing Credit Agreement owing immediately prior to the effectiveness hereof, including any Lender not party to the Existing Credit Agreement (the "Purchasing Lenders") shall be deemed to have automatically purchased an assignment and assumption on a pro rata basis from the Selling Lenders, effective as of the Closing Date simultaneously with the effectiveness hereof, of all of such Selling Lender's rights and obligations (including, to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of such Selling Lender against any Person, whether known or unknown, arising under or in connection with the Existing Credit Agreement, the documents delivered pursuant thereto and the transactions governed thereby or in any way based on or related to any of the foregoing, whether at law or in equity) under the Existing Credit Agreement and the other Credit Documents to the extent related to such Selling Lender's Assigned Interest such that, after giving effect to such assignment and assumptions, 108 each Lender's Commitments shall be as set forth on Schedule 2.01 and the Departing Lenders shall have no commitments or obligations hereunder as of the Closing Date. Each such assignment and assumption shall be at par and without recourse, representation or warranty, provided that each Selling Lender shall be deemed to represent and warrant to each Purchasing Lender that it is the legal and beneficial owner of its Assigned Interest and that the rights and obligations assigned by such Selling Lender are free and clear of any lien, encumbrance or other adverse claim created by such Selling Lender. The Administrative Agent will calculate the Borrower amount to be paid to each Departing Lender in connection with the assignment and assumptions effected hereby on the Closing Date, and will distribute the proceeds of such amounts to each of the Departing Lenders on the Closing Date, in accordance with their pro rata share thereof. On the Closing Date, the principal amount of all loans outstanding under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding repaid from the provisions regarding assignments set forth in Section 10.06 hereof, as proceeds of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (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 Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that after giving effect to such settlements each Lender’s Applicable Percentage with respect to the applicable Facility shall be as set forth on Schedule 2.01; provided, that the foregoing re-allocations and deemed assignments shall not give rise to, and each Lender hereby waives, payment of any additional amounts under Section 3.05Term Loans.

Reallocation of Commitments. Upon Effective on the effectiveness of this AgreementAmendment Effective Date: (a) The Administrative Agent, all outstanding “Revolving Credit Loans” given by the Borrower and the Lenders under and as defined in the Existing Credit Agreement owing by Issuing Bank consent to the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, as of the Closing Date, following: (i) the Commitments and Applicable Percentages for each reallocation of the Lenders are Maximum Credit Amounts so that each Lender’s Maximum Credit Amount is as set forth on Schedule 2.01 Annex I attached hereto and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary participations in the Existing Letters of Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection accordance with such assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants each Lender’s Applicable Percentage as if evidenced by an Assignment and Assumptionset forth on Annex I attached hereto. On the Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that Amendment Effective Date after giving effect to such settlements each Lender’s reallocation of the Maximum Credit Amounts, the Maximum Credit Amount and Applicable Percentage with respect to the applicable Facility of each Lender shall be as set forth on Schedule 2.01; providedAnnex I attached hereto. The reallocation of the Maximum Credit Amounts among the Lenders shall be deemed to have been consummated on the Amendment Effective Date pursuant to the terms of the Assignment and Assumption attached as Exhibit F to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500.00 processing fee set forth in Section 12.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 4. (b) If, that as a result of the foregoing re-allocations and deemed assignments shall not give rise toreallocation effected under this Section 4, and each any Lender hereby waivesincurs any losses, cost or expense as a result of any payment of any additional amounts principal of any Eurodollar Loan prior to the last day of the Interest Period applicable thereto (whether by the Borrower or by reallocation of the outstanding amount of principal of any Eurodollar Loans under the Credit Agreement to effect the assignments provided herein) and such Lender makes a request for compensation, the Borrower shall compensate the Lender in accordance with Section 3.055.02 of the Credit Agreement.

Reallocation of Commitments. Upon Effective on the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by the Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, as of the Closing Amendment Effective Date, the Administrative Agent, the Borrower, the Lenders, the Swing Line Lender and the Issuing Bank consent to the following: (i) the Commitments reallocation of the Maximum Credit Amounts so that each Lender’s Maximum Credit Amount, Elected Commitment and Applicable Percentages for each of the Lenders are Percentage is as set forth on Schedule 2.01 Annex I attached hereto and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments the participations in any Letters of Credit and existing loans contemplated hereby. Notwithstanding anything to the contrary Swing Line Loans in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection accordance with such assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants each Lender’s Applicable Percentage as if evidenced by an Assignment and Assumptionset forth on Annex I attached hereto. On the Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that Amendment Effective Date after giving effect to such settlements each Lender’s reallocation of the Maximum Credit Amounts, the Maximum Credit Amount, Elected Commitment and Applicable Percentage with respect to the applicable Facility of each Lender shall be as set forth on Schedule 2.01; provided, that Annex I attached hereto. The reallocation of the foregoing re-allocations Maximum Credit Amounts and Elected Commitments among the Lenders shall be deemed to have been consummated on the Amendment Effective Date pursuant to the terms of the Assignment and Assumption attached as Exhibit F to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500.00 processing fee set forth in Section 12.04(b)(ii)(C) of the Credit Agreement with respect to the assignments shall not give rise to, and each Lender hereby waives, payment of any additional amounts under reallocations contemplated by this Section 3.054.

Reallocation of Commitments. Upon On the effectiveness Agreement Effective Date, each of the Lenders under the Credit Agreement hereby sells, assigns, transfers and conveys to the Lenders hereunder, and each of the Lenders hereby purchases and accepts, so much of the aggregate Commitments under, and Loans and participations in Letters of Credit outstanding under, the Credit Agreement such that, immediately after giving effect to this Agreement, all outstanding “Revolving Credit Loans” given by including the Lenders under and as defined in amendments to the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 4 hereof, as the relevant Commitments of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (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 Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that after giving effect to such settlements each Lender’s Applicable Percentage with respect to the applicable Facility shall be as set forth on Schedule 2.01; providedAnnex I hereto (it being understood that (i) if any Letters of Credit are outstanding under the Credit Agreement as of the Agreement Effective Date, then each of the Lenders shall have purchased and accepted from the other Lenders, a participation in such outstanding Letters of Credit based on its respective Applicable Percentage as reflected on Annex I hereto, and (ii) any other adjustments shall be made as the Administrative Agent shall specify so that the foregoing re-allocations and deemed assignments shall not give rise to, and Revolving Credit Exposure applicable to each Lender hereby waivesequals its Applicable Percentage (after giving effect to this Agreement) of the aggregate Revolving Credit Exposure of all Lenders. The foregoing assignments, payment transfers and conveyances are without recourse to any Lender and without any warranties whatsoever by the Administrative Agent or any Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than that the warranty of any additional amounts under such Lender that it has not previously sold, transferred, conveyed or encumbered such interests. Each Lender hereby waives any costs required to be paid by the Borrower pursuant to Section 3.055.02 of the Credit Agreement solely as a result of the assignments set forth in this Section 2.