Common use of Reallocation of Lender Pro Rata Shares; No Novation Clause in Contracts

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Date, the Advances made under the Existing Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties of any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Selling Lender”) in all such RC Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Pro Rata Share of all Advances then outstanding under the Revolving Credit Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Selling Lender shall be deemed to represent and warrant to each RC Purchasing Lender that the RC Assigned Rights and Obligations of such RC Selling Lender are not subject to any Liens created by that RC Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b). (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Date, the Advances made under the Existing Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties of any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Selling Lender”) in all such RC Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Pro Rata Share of all Advances then outstanding under the Revolving Credit Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Selling Lender shall be deemed to represent and warrant to each RC Purchasing Lender that the RC Assigned Rights and Obligations of such RC Selling Lender are not subject to any Liens created by that RC Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate Adjusted Term SOFR or Adjusted Daily Simple SOFR applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate Adjusted Term SOFR Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Adjusted Term SOFR Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Adjusted Term SOFR Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b). (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Date, the Advances made under the Existing Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties of any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Facility Purchasing LenderBank”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Facility Selling LenderBank”) in all such RC Facility Selling LenderBank’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Facility Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Pro Rata Share of all Advances then outstanding under the Revolving Credit Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Facility Selling Lender Bank shall be deemed to represent and warrant to each RC Facility Purchasing Lender Bank that the RC Facility Assigned Rights and Obligations of such RC Facility Selling Lender Bank are not subject to any Liens created by that RC Facility Selling LenderBank. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a2.20(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Facility Selling Lender Bank that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Facility Selling Lender Bank for and hold such RC Facility Selling Lender Bank harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Facility Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and Bank shall be a third party beneficiary of this Section 2.21(b2.20(b). (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction Notwithstanding the foregoing, any Lender (as defined in the Existing Credit Agreement) who is not a Lender under this Agreement (each, an “Existing Facility Departing Lender”), by its acceptance of payment of all principal, interest and other amounts due and owing to such Existing Facility Departing Lender in respect of its Pro Rata Share (as defined under the Existing Credit Agreement) on the Closing Date, shall be deemed to have consented to the amendment and restatement of the conditions precedent set forth in Section 3.01 Existing Credit Agreement by this Agreement and to have assigned all of this Agreement, this its rights and obligations under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) to the Lenders hereunder, and shall exclusively control and govern no longer have any rights or obligations under the mutual Existing Credit Agreement or under any of the Loan Documents (as defined in the Existing Credit Agreement) except that the rights and obligations of the parties hereto with respect to the such Existing Credit Agreement, and Facility Departing Lender that would have survived termination of the Existing Credit Agreement as expressly set forth therein shall be superseded in all respects, in each case on a prospective basis onlysurvive.

Reallocation of Lender Pro Rata Shares; No Novation. On As of the Closing Amendment Effective Date, the Advances made without executing any other documentation, all Commitments (whether funded or unfunded) and all Loans currently outstanding under the Existing Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties of any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Lenders with respect to each Tranche (as defined in the Amended Credit Lenders Agreement) as follows: (a) On the Amendment Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share Applicable Percentage (under and as defined in the Amended Credit Agreement) of any Tranche upon the Amendment Effective Date (after accounting for any redesignation of such Tranche necessary to accurately reflect the Tranche designations set forth in Schedule 1.01(A) of the Revolving Amended Credit Facility upon the Effective Date Agreement) than its Pro Rata Share Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) its Commitments to such Tranche immediately prior to the Amendment Effective Date (each, a “RC Purchasing LenderBank”), without executing an Assignment and AcceptanceAssumption, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share Applicable Percentage of the Revolving Credit Facility such Tranche upon the Amendment Effective Date than its Pro Rata Share Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Facility its Commitments (under and as defined in the Existing Credit Agreement) to such Tranche immediately prior to the Amendment Effective Date (each, a “RC Selling LenderBank”) in all such RC Selling LenderBank’s rights and obligations under this the Amended Credit Agreement and the other Loan Documents as a Revolving Credit Lender with respect to such Tranche (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, and after accounting for any new Commitments and any increased Commitments made pursuant to this Amendment, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto 1.01(A) of the Amended Credit Agreement and a corresponding Pro Rata Share Applicable Percentage of all Advances Loans then outstanding under the Revolving Credit Facilitysuch Tranche. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans Loans and without recourse, representation or warranty, except that each RC Selling Lender Bank shall be deemed to represent and warrant to each RC Purchasing Lender Bank that the RC Assigned Rights and Obligations of such RC Selling Lender Bank are not subject to any Liens created by that RC Selling LenderBank. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances Loans outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii1.01(A) of the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III heretoAmended Credit Agreement. (b) The Borrower shall, upon written demand by Each Selling Bank hereby waives any Lender Party (with a copy right to request compensation from the Borrowers pursuant to Section 3.05 of such demand to the Administrative Agent), promptly compensate such Lender Party Existing Credit Agreement for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in this Section 2.21(a) above 2 in respect of Eurodollar Floating Rate Advances Loans to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Floating Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b)Loans. (c) The Administrative Agent shall calculate and notify the applicable Lenders of the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Amendment Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section 2 shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than (i) in the case of the USD RC Tranche, the Multicurrency RC Tranche and the Term Loan Tranche, 12:00 P.M. (New York time), (ii) in the case of the GBP RC Tranche, 12:00 P.M. (London time) and (iii) in the case of the AUD RC Tranche, 8:00 A.M. (Sydney time); in each case on the Amendment Effective Date. The Administrative Agent shall distribute on the Amendment Effective Date the proceeds of such amounts to the Revolving Credit any Lenders entitled to receive payments pursuant to this Section, Section 2 pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto 11.02 of the Amended Credit Agreement or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) . Nothing in this Agreement Amendment shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement Amendment after the date hereof as “Revolving Credit Advances” Loans”, except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis onlyAmendment.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Amendment Effective Date, the Advances made under the Existing Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties of any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Amendment Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share (as defined in the Loan Agreement) of the Revolving Credit Facility Loan upon the Amendment Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) Loan immediately prior to the Amendment Effective Date (each, a “RC Facility Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility Loan upon the Amendment Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) Loan immediately prior to the Amendment Effective Date (each, a “RC Facility Selling Lender”) in all such RC Facility Selling Lender’s rights and obligations under this Amendment, the Loan Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Facility Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I Exhibit A hereto and a corresponding Pro Rata Share of all Advances then outstanding under in respect of the Revolving Credit FacilityLoan. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans applicable Advances and without recourse, representation or warranty, except that each RC Facility Selling Lender shall be deemed to represent and warrant to each RC Facility Purchasing Lender that the RC Facility Assigned Rights and Obligations of such RC Facility Selling Lender are not subject to any Liens created by that RC Facility Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III Exhibit A hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b). (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Amendment Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Amendment Effective Date. The Administrative Agent shall distribute on the Amendment Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I Exhibit A hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (dc) Nothing in this Agreement Amendment shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Loan Agreement or any instruments securing the same, which Obligations shall remain outstanding under this the Loan Agreement as amended hereby after the date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis onlyAmendment.

Reallocation of Lender Pro Rata Shares; No Novation. On The Committed Loans (as defined in the Closing Date, the Advances Existing Credit Agreement) made under the Existing Credit Agreement shall be deemed to have been be made under this AgreementAgreement on the date hereof, without the execution by the Borrower or the Lender Parties of executing any other documentation, and all such Advances Committed Loans currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Closing Date, each Revolving Credit Lender that will have a greater Pro Rata Share Applicable Percentage of the Committed Loan Revolving Credit Facility upon the Effective Closing Date than its Pro Rata Share Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Facility Aggregate Commitments (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Closing Date (each, a “RC Purchasing LenderBank”), without executing an Assignment and AcceptanceAssumption, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share Applicable Percentage of the Committed Revolving Credit Loan Facility upon the Effective Closing Date than its Pro Rata Share Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Facility Aggregate Commitments (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Closing Date (each, a “RC Selling LenderBank”) in all such RC Selling LenderBank’s rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Committed Revolving Credit Lender Loan Facility (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Commitment in respect of Committed Revolving Credit Commitment Loans as set forth in Schedule I hereto 1.01A and a corresponding Pro Rata Share Applicable Percentage of all Advances Committed Revolving Loans then outstanding under the Committed Revolving Credit Loan Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Selling Lender Bank shall be deemed to represent and warrant to each RC Purchasing Lender Bank that the RC Assigned Rights and Obligations of such RC Selling Lender Bank are not subject to any Liens created by that RC Selling LenderBank. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Committed Revolving Credit Advances Loans outstanding at any time exceed its Commitment in respect of Committed Revolving Credit Commitment Loans as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto.1.01A. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a2.19(a) above in respect of Eurodollar Rate Advances Loans to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b)Loans. (c) The Administrative Agent shall calculate and notify the applicable Lenders of the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Closing Date. Each Revolving Credit Lender required to make a payment pursuant to this Section 2.19 shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. p.m. (New York time) on the Effective Closing Date. The Administrative Agent shall distribute on the Effective Closing Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this SectionSection 2.19, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto 1.01A or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Committed Revolving Credit AdvancesLoans,” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On Upon the Closing effectiveness of this Agreement (the “Effective Date”), the Advances made under the Existing Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties of any other documentation, and all such Advances currently outstanding Term Loans shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Extending Term Lender that will have a greater Pro Rata Share of the Revolving Credit Facility Term Loan Percentage upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) Term Loan Percentage immediately prior to the Effective Date (each, a “RC Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from the Exiting Lenders and each Extending Term Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility Term Loan Percentage upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) Term Loan Percentage 3759412.6 immediately prior to the Effective Date (each, a “RC Selling Lender”) in all such RC Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Term Lender (collectively, the “RC Lender Assigned Rights and Obligations”) ), and each Selling Lender shall be deemed to have assigned such of its Lender Assigned Rights and Obligations, so that, after giving effect to such assignments, each Revolving Credit Term Lender shall have its respective Revolving Credit Commitment Term Loan Commitments as set forth in Schedule I hereto to the Credit Agreement (as amended hereby) and a corresponding Pro Rata Share Term Loan Percentage of all Advances Term Loans then outstanding under the Revolving Credit Facilityoutstanding. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans applicable Term Loan and without recourse, representation or warranty, except that each RC Selling Lender shall be deemed to represent and warrant to each RC applicable Purchasing Lender that the RC Lender Assigned Rights and Obligations of such RC Selling Lender being assigned to such Purchasing Lender are not subject to any Liens created by that RC Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate principal amount of each Revolving Credit Term Lender’s Revolving Credit Advances outstanding at any time Term Loans exceed its Revolving Credit Term Loan Commitment as set forth in Schedule I hereto and to the Credit Agreement (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III heretoamended hereby). (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b). (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto such Xxxxxx’s Administrative Questionnaire or at such other address as such Revolving Credit Lender Xxxxxx may request in writing to the Administrative Agent. (dc) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement. (d) Upon the execution and delivery of this Agreement, and the payment of the purchase price set forth above for the Exiting Lenders’ Lender Assigned Rights and Obligations and all other Obligations under the Credit Agreement owing to the Exiting Lenders, each Exiting Lender shall cease to be a Term Lender under the Loan Documents and (i) the applicable Purchasing Lenders shall have the rights of the Exiting Lenders in respect of the Exiting Lenders’ Lender Assigned Rights and Obligations subject to the terms and conditions hereof and (ii) the Exiting Lenders shall have assigned and relinquished their rights (other than rights to indemnification and reimbursements referred to in the Credit Agreement which survive the repayment of the Obligations under the Credit Agreement owed to the Exiting Lenders in accordance with its terms) and be released from its obligations under the Credit Agreement. The parties hereto agree that, except as provided for in the preceding sentence, all references in the Loan Documents to the Term Lenders or any instruments securing the same, which Obligations Term Lender shall remain outstanding under this Agreement from and after the date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreementno longer include the Exiting Lenders. Upon satisfaction For the avoidance of doubt, the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to Revolving Loans of any Exiting Lender that is also a Revolving Lender under the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis onlyremain unchanged.

Reallocation of Lender Pro Rata Shares; No Novation. On The Loans (as defined in the Closing Date, the Advances Existing Credit Agreement) made under the Existing Credit Agreement shall be deemed to have been be made under this AgreementAgreement on the date hereof, without the execution by the Borrower or the Lender Parties of executing any other documentation, and all such Advances Loans currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Closing Date, each Revolving Credit Lender that will have a greater Pro Rata Share Applicable Percentage of the Revolving Credit Facility upon the Effective Closing Date than its Pro Rata Share Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Facility Aggregate Commitments (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Closing Date (each, a “RC Purchasing LenderBank”), without executing an Assignment and AcceptanceAssumption, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share Applicable Percentage of the Revolving Credit Facility upon the Effective Closing Date than its Pro Rata Share Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Facility Aggregate Commitments (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Closing Date (each, a “RC Selling LenderBank”) in all such RC Selling LenderBank’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender with respect to the Facility (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto 1.01A1.01(A) and a corresponding Pro Rata Share Applicable Percentage of all Advances Loans then outstanding under the Revolving Credit Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Selling Lender Bank shall be deemed to represent and warrant to each RC Purchasing Lender Bank that the RC Assigned Rights and Obligations of such RC Selling Lender Bank are not subject to any Liens created by that RC Selling LenderBank. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances Loans outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii1.01A1.01(A) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Each Selling Bank hereby waives any right to request compensation from the Borrower shall, upon written demand by any Lender Party (with a copy of such demand pursuant to the Administrative Agent), promptly compensate such Lender Party Section 3.05 for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in this Section 2.21(a) above 2.19 in respect of Eurodollar Floating Rate Advances Loans to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Floating Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b)Loans. (c) The Administrative Agent shall calculate and notify the applicable Lenders of the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Closing Date. Each Revolving Credit Lender required to make a payment pursuant to this Section 2.19 shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 p.m12:00 P.M. (New York time) on the Effective Closing Date. The Administrative Agent shall distribute on the Effective Closing Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this SectionSection 2.19, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto 1.01A1.01(A) or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” Loans,”, except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On Upon the Closing effectiveness of this Agreement (the “Effective Date”), the Advances made under the Existing Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties of any other documentation, and all such Advances currently outstanding Term Loans shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Term Lender that will have a greater Pro Rata Share of the Revolving Credit Facility Term Loan Percentage upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) Term Loan Percentage immediately prior to the Effective Date (each, a “RC Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Term Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility Term Loan Percentage upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) Term Loan Percentage immediately prior to the Effective Date (each, a “RC Selling Lender”) in all such RC Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Term Lender (collectively, the “RC Lender Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Term Lender shall have its respective Revolving Credit Commitment Term Loan Commitments as set forth in Schedule I hereto to the Credit Agreement (as amended hereby) and a corresponding Pro Rata Share Term Loan Percentage of all Advances Term Loans then outstanding under the Revolving Credit Facilityoutstanding. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans applicable Term Loan and without recourse, representation or warranty, except that each RC Selling Lender shall be deemed to represent and warrant to each RC applicable Purchasing Lender that the RC Lender Assigned Rights and Obligations of such RC Selling Lender being assigned to such Purchasing Lender are not subject to any Liens created by that RC Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate principal amount of each Revolving Credit Term Lender’s Revolving Credit Advances outstanding at any time Term Loans exceed its Revolving Credit Term Loan Commitment as set forth in Schedule I hereto and to the Credit Agreement (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III heretoamended hereby). (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b). (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto to the Credit Agreement (as amended hereby) or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (dc) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Effective Date, the Advances Loans and related Obligations made under the Existing Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties Lenders of any other documentation, and all such Advances Loans currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Revolving Credit Facility Loan Commitment Percentage or Term Loan Percentage upon the Effective Date than its Pro Rata Share Revolving Loan Commitment Percentage (under and as defined in the Existing Credit Agreement) of the Facility or Term Loan Percentage (calculated with respect to “2021 Term Loans” under and as defined in the Existing Credit Agreement) Agreement only), respectively, immediately prior to the Effective Date (each, a “RC Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender in the applicable Class that will have a smaller Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share Loan Commitment Percentage (under and as defined in the Existing Credit Agreement) of or Term Loan Percentage (calculated with respect to “2021 Term Loans” under and as defined in the Facility Existing Credit Agreement only), respectively, upon the Effective Date than its Revolving Loan Commitment Percentage (under and as defined in the Existing Credit Agreement) or Term Loan Percentage (calculated with respect to “2021 Term Loans” under and as defined in the Existing Credit Agreement only), respectively, immediately prior to the Effective Date (each, a “RC Selling Lender”) in all such RC Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Lender Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment Commitments as set forth in Schedule I hereto and a corresponding Pro Rata Share Revolving Loan Commitment Percentage or Term Loan Percentage, as applicable, of all Advances Loans and other Revolving Credit Exposure then outstanding under the Revolving Credit Facilitysuch Class. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and other participation and without recourse, representation or warranty, except that each RC Selling Lender shall be deemed to represent and warrant to each RC applicable Purchasing Lender that the RC Lender Assigned Rights and Obligations of such RC Selling Lender being assigned to such Purchasing Lender are not subject to any Liens created by that RC Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances Loan Exposure outstanding at any time exceed its Revolving Credit Loan Commitment or the principal amount of its Term Loans exceed its Term Loan Commitment, in each case, as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b). (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (dc) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the sameAgreement, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit AdvancesLoans” or “Term Loans”, as applicable, except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Effective Date, the Advances made under the Existing Revolving Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower Borrowers or the Lender Parties of any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows:: 67 Digital Realty – Second Amended and Restated Yen Credit Agreement ​ (a) On the Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Revolving Credit Agreement) immediately prior to the Effective Date (each, a “RC Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Revolving Credit Agreement) of the Facility (under and as defined in the Existing Revolving Credit Agreement) immediately prior to the Effective Date (each, a “RC Selling Lender”) in all such RC Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Pro Rata Share of all Advances then outstanding under the Revolving Credit Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Selling Lender shall be deemed to represent and warrant to each RC Purchasing Lender that the RC Assigned Rights and Obligations of such RC Selling Lender are not subject to any Liens created by that RC Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit LenderXxxxxx’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b). (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Date, the The Advances made under the Existing Credit Agreement shall be deemed to have been be made under this AgreementAgreement on the date hereof, without the execution by the Borrower or the Lender Parties of executing any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) Facility (under and as defined in the Existing Agreement) immediately prior to the Effective Date (each, a “TL Selling Bank”) in all such TL Selling Bank’s rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Term Loan Facility (collectively, the “TL Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Lender shall have its respective Term Loan Commitment as set forth in Schedule I and a corresponding Pro Rata Share of all Term Loan Advances then outstanding under the Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each TL Selling Bank shall be deemed to represent and warrant to each TL Purchasing Bank that the TL Assigned Rights and Obligations of such TL Selling Bank are not subject to any Liens created by that TL Selling Bank. For the avoidance of doubt, in no event shall the aggregate amount of each Lender’s Term Loan Advances outstanding at any time exceed its Term Loan Commitment as set forth in Schedule I. (b) On the Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Revolving Credit Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Purchasing LenderBank”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Revolving Credit Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Selling LenderBank”) in all such RC Selling LenderBank’s rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Revolving Credit Lender Facility (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Pro Rata Share of all Revolving Credit Advances then outstanding under the Revolving Credit Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Selling Lender Bank shall be deemed to represent and warrant to each RC Purchasing Lender Bank that the RC Assigned Rights and Obligations of such RC Selling Lender Bank are not subject to any Liens created by that RC Selling LenderBank. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto.I. (bc) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section Sections 2.21(a) and (b) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand Notwithstanding anything to the Administrative Agent)contrary contained in this Agreement, promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, all Term Loan Advances (under and as defined in the Existing Agreement) that are Eurodollar Rate Advances (under and as defined in the Existing Agreement) shall continue as Eurodollar Rate Advances hereunder on the Effective Date and shall bear interest at the Eurodollar Rate in effect immediately prior to the Effective Date plus the Applicable Margin with an Interest Period ending on March 10, 2014, provided that the Lenders (under and as defined in the Existing Agreement) immediately prior to the Effective Date shall be a third party beneficiary entitled to payment from the Borrower of all accrued interest on any Advances (under and as defined in the Existing Agreement) outstanding immediately prior the Effective Date on the Effective Date. For the avoidance of doubt, the Eurodollar Rate applicable to Term Loan Advances made under the Existing Agreement which continue as Term Loan Advances under this Section 2.21(b)Agreement (as reallocated hereunder) shall not be reset on the Effective Date. (cd) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent.Annex A - 64 (de) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” and “Term Loans,” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Date, the The Advances made under the Existing Credit Agreement shall be deemed to have been be made under this AgreementAgreement on the date hereof, without the execution by the Borrower or the Lender Parties of executing any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Term Loan Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Agreement) of the Term Loan Facility (under and as defined in the Existing Agreement) immediately prior to the Effective Date (each, a “TL Purchasing Bank”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Term Loan Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Agreement) of the Term Loan Facility (under and as defined in the Existing Agreement) immediately prior to the Effective Date (each, a “TL Selling Bank”) in all such TL Selling Bank’s rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Term Loan Facility (collectively, the “TL Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Lender shall have its respective Term Loan Commitment as set forth in Schedule I and a corresponding Pro Rata Share of all Term Loan Advances then outstanding under the Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each TL Selling Bank shall be deemed to represent and warrant to each TL Purchasing Bank that the TL Assigned Rights and Obligations of such TL Selling Bank are not subject to any Liens created by that TL Selling Bank. For the avoidance of doubt, in no event shall the aggregate amount of each Lender’s Term Loan Advances outstanding at any time exceed its Term Loan Commitment as set forth in Schedule I. 76 (b) On the Effective Date, each Lender that will have a greater Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Revolving Credit Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Purchasing LenderBank”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Revolving Credit Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Selling LenderBank”) in all such RC Selling LenderBank’s rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Revolving Credit Lender Facility (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Pro Rata Share of all Revolving Credit Advances then outstanding under the Revolving Credit Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Selling Lender Bank shall be deemed to represent and warrant to each RC Purchasing Lender Bank that the RC Assigned Rights and Obligations of such RC Selling Lender Bank are not subject to any Liens created by that RC Selling LenderBank. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto.I. (bc) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section Sections 2.21(a) and (b) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand Notwithstanding anything to the Administrative Agent)contrary contained in this Agreement, promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, all Term Loan Advances (under and as defined in the Existing Agreement) that are Eurodollar Rate Advances (under and as defined in the Existing Agreement) shall continue as Eurodollar Rate Advances hereunder on the Effective Date and shall bear interest at the Eurodollar Rate in effect immediately prior to the Effective Date plus the Applicable Margin with an Interest Period ending on March 10, 2014, provided that the Lenders (under and as defined in the Existing Agreement) immediately prior to the Effective Date shall be a third party beneficiary entitled to payment from the Borrower of all accrued interest on any Advances (under and as defined in the Existing Agreement) outstanding immediately prior the Effective Date on the Effective Date. For the avoidance of doubt, the Eurodollar Rate applicable to Term Loan Advances made under the Existing Agreement which continue as Term Loan Advances under this Section 2.21(b)Agreement (as reallocated hereunder) shall not be reset on the Effective Date. (cd) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the 77 primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (de) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” and “Term Loans,” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Date, the Advances made under the Existing Credit Loan Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower Borrowers or the Lender Parties Lenders of any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Applicable Pro Rata Share of the Revolving Credit Facility applicable Tranche upon the Effective Date than its Applicable Pro Rata Share (under and as defined in the Existing Credit Loan Agreement) of the Facility applicable Tranche (under and as defined in the Existing Credit Loan Agreement) immediately prior to the Effective Date (each, a “RC Tranche Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender in the applicable Tranche that will have a smaller Applicable Pro Rata Share of the Revolving Credit Facility such Tranche upon the Effective Date than its Applicable Pro Rata Share (under and as defined in the Existing Credit Loan Agreement) of the Facility such Tranche (under and as defined in the Existing Credit Loan Agreement) immediately prior to the Effective Date (each, a “RC Tranche Selling Lender”) in all such RC Tranche Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Tranche Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Applicable Pro Rata Share of all Advances then outstanding under the Revolving Credit Facilitysuch Tranche. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Tranche Selling Lender shall be deemed to represent and warrant to each RC Tranche Purchasing Lender that the RC Tranche Assigned Rights and Obligations of such RC Tranche Selling Lender are not subject to any Liens created by that RC Tranche Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances in respect of such Tranche outstanding at any time exceed its Revolving Credit Commitment in respect of such Tranche as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b)[Reserved]. (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Loan Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On The Loans (as defined in the Closing Date, the Advances Existing Credit Agreement) made under the Existing Credit Agreement shall be deemed to have been be made under this AgreementAgreement on the date hereof, without the execution by the Borrower or the Lender Parties of executing any other documentation, and all such Advances Loans currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Closing Date, each Revolving Credit Lender that will have a greater Pro Rata Share Applicable Percentage of the Revolving Credit Facility upon the Effective Closing Date than its Pro Rata Share Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Facility Aggregate Commitments (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Closing Date (each, a “RC Purchasing LenderBank”), without executing an Assignment and AcceptanceAssumption, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share Applicable Percentage of the Revolving Credit Facility upon the Effective Closing Date than its Pro Rata Share Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Facility Aggregate Commitments (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Closing Date (each, a “RC Selling LenderBank”) in all such RC Selling LenderBank’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender with respect to the Facility (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto 1.01A and a corresponding Pro Rata Share Applicable Percentage of all Advances Loans then outstanding under the Revolving Credit Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Selling Lender Bank shall be deemed to represent and warrant to each RC Purchasing Lender Bank that the RC Assigned Rights and Obligations of such RC Selling Lender Bank are not subject to any Liens created by that RC Selling LenderBank. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances Loans outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto.1.01A. (b) The Each Selling Bank hereby waives any right to request compensation from the Borrower shall, upon written demand by any Lender Party (with a copy of such demand pursuant to the Administrative Agent), promptly compensate such Lender Party Section 3.05 for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in this Section 2.21(a) above 2.19 in respect of Eurodollar Floating Rate Advances Loans to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Floating Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b)Loans. (c) The Administrative Agent shall calculate and notify the applicable Lenders of the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Closing Date. Each Revolving Credit Lender required to make a payment pursuant to this Section 2.19 shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. p.m. (New York time) on the Effective Closing Date. The Administrative Agent shall distribute on the Effective Closing Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this SectionSection 2.19, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto 1.01A or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit AdvancesLoans,” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Date, the Advances made under the Existing Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties of any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Facility Purchasing LenderBank”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Facility Selling LenderBank”) in all such RC Facility Selling LenderBank’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Facility Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Pro Rata Share of all Advances then outstanding under the Revolving Credit Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Facility Selling Lender Bank shall be deemed to represent and warrant to each RC Facility Purchasing Lender Bank that the RC Facility Assigned Rights and Obligations of such RC Facility Selling Lender Bank are not subject to any Liens created by that RC Facility Selling LenderBank. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a2.20(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Facility Selling Lender Bank that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Facility Selling Lender Bank for and hold such RC Facility Selling Lender Bank harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Facility Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and Bank shall be a third party beneficiary of this Section 2.21(b2.20(b). (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Date, the Advances made under the Existing Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties of any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Selling Lender”) in all such RC Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Pro Rata Share of all Advances then outstanding under the Revolving Credit Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Selling Lender shall be deemed to represent and warrant to each RC Purchasing Lender that the RC Assigned Rights and Obligations of such RC Selling Lender are not subject to any Liens created by that RC Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate RateAdjusted Term SOFR applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate RateAdjusted Term SOFR Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate RateAdjusted Term SOFR Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate RateAdjusted Term SOFR Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b). (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On The Loans (as defined in the Closing Date, the Advances Existing Credit Agreement) made under the Existing Credit Agreement shall be deemed to have been be made under this AgreementAgreement on the date hereof, without the execution by the Borrower or the Lender Parties of executing any other documentation, and all such Advances Loans currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Closing Date, each Revolving Credit Lender that will have a greater Pro Rata Share Applicable Percentage of the Committed Revolving Credit Loan Facility upon the Effective Closing Date than its Pro Rata Share Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Facility Aggregate Commitments (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Closing Date (each, a “RC Purchasing LenderBank”), without executing an Assignment and AcceptanceAssumption, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share Applicable Percentage of the Committed Revolving Credit Loan Facility upon the Effective Closing Date than its Pro Rata Share Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Facility Aggregate Commitments (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Closing Date (each, a “RC Selling LenderBank”) in all such RC Selling LenderBank’s rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Committed Revolving Credit Lender Loan Facility (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Commitment in respect of Committed Revolving Credit Commitment Loans as set forth in Schedule I hereto 1.01A and a corresponding Pro Rata Share Applicable Percentage of all Advances Committed Revolving Loans then outstanding under the Committed Revolving Credit Loan Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Selling Lender Bank shall be deemed to represent and warrant to each RC Purchasing Lender Bank that the RC Assigned Rights and Obligations of such RC Selling Lender Bank are not subject to any Liens created by that RC Selling LenderBank. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Committed Revolving Credit Advances Loans outstanding at any time exceed its Commitment in respect of Committed Revolving Credit Commitment Loans as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto.1.01A. (b) The Borrower shallOn the Closing Date, each Lender that will have a greater Applicable Percentage of the Term Loan Facility upon written demand by any the Closing Date than its Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Term Loan Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Closing Date (each, a “TL Purchasing Bank”), without executing an Assignment and Assumption, shall be deemed to have purchased assignments pro rata from each Lender Party that will have a smaller Applicable Percentage of the Term Loan Facility upon the Closing Date than its Applicable Percentage (under and as defined in the Existing Credit Agreement) of the Term Loan Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Closing Date (each, a “TL Selling Bank”) in all such TL Selling Bank’s rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Term Loan Facility (collectively, the “TL Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Lender shall have its respective Commitment in respect of Term Loans as set forth in Schedule 1.01A and a copy corresponding Applicable Percentage of all Term Loans then outstanding under the Term Loan Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each TL Selling Bank shall be deemed to represent and warrant to each TL Purchasing Bank that the TL Assigned Rights and Obligations of such demand TL Selling Bank are not subject to any Liens created by that TL Selling Bank. For the Administrative Agent)avoidance of doubt, promptly compensate such Lender Party in no event shall the aggregate amount of each Lender’s Term Loans outstanding at any time exceed its Commitment in respect of Term Loans as set forth in Schedule 1.01A. (c) Each RC Selling Bank and TL Selling Bank hereby waives any right to request compensation from the Borrower pursuant to Section 3.05 for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in this Section 2.21(a) above 2.19 in respect of Eurodollar Rate Advances Loans to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b)Loans. (cd) The Administrative Agent shall calculate and notify the applicable Lenders of the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Closing Date. Each Revolving Credit Lender required to make a payment pursuant to this Section 2.19 shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. p.m. (New York time) on the Effective Closing Date. The Administrative Agent shall distribute on the Effective Closing Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this SectionSection 2.19, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto 1.01A or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (de) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit AdvancesLoans,” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Date, the Advances made under the Existing Revolving Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower Borrowers or the Lender Parties of any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Applicable Pro Rata Share of the Revolving Credit Facility applicable Tranche upon the Effective Date than its Applicable Pro Rata Share (under and as defined in the Existing Revolving Credit Agreement) of the Facility applicable Tranche (under and as defined in the Existing Revolving Credit Agreement) immediately prior to the Effective Date (each, a “RC Tranche Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender in the applicable Tranche that will have a smaller Applicable Pro Rata Share of the Revolving Credit Facility such Tranche upon the Effective Date than its Applicable Pro Rata Share (under and as defined in the Existing Revolving Credit Agreement) of the Facility such Tranche (under and as defined in the Existing Revolving Credit Agreement) immediately prior to the Effective Date (each, a “RC Tranche Selling Lender”) in all such RC Tranche Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Tranche Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Applicable Pro Rata Share of all Advances then outstanding under the Revolving Credit Facilitysuch Tranche. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Tranche Selling Lender shall be deemed to represent and warrant to each RC Tranche Purchasing Lender that the RC Tranche Assigned Rights and Obligations of such RC Tranche Selling Lender are not subject to any Liens created by that RC Tranche Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances in respect of such Tranche outstanding at any time exceed its Revolving Credit Commitment in respect of such Tranche as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b)[Reserved]. (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Revolving Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the 103 date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Date, the Advances advances made under the Existing Credit Loan Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower Borrowers or the Lender Parties Lenders of any other documentation, and all such Advances advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Closing Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Revolving Credit Facility Loan upon the Effective Closing Date than its Pro Rata Share (under and as defined in the Existing Credit Loan Agreement) of the Facility Loan (under and as defined in the Existing Credit Loan Agreement) immediately prior to the Effective Closing Date (each, a “RC Facility Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility Loan upon the Effective Closing Date than its Pro Rata Share (under and as defined in the Existing Credit Loan Agreement) of the Facility Loan (under and as defined in the Existing Credit Loan Agreement) immediately prior to the Effective Closing Date (each, a “RC Facility Selling Lender”) in all such RC Facility Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Facility Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Pro Rata Share of all Advances then outstanding under the Revolving Credit FacilityLoan. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Facility Selling Lender shall be deemed to represent and warrant to each RC Facility Purchasing Lender that the RC Facility Assigned Rights and Obligations of such RC Facility Selling Lender are not subject to any Liens created by that RC Facility Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b)[Intentionally Omitted]. (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Closing Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Closing Date. The Administrative Agent shall distribute on the Effective Closing Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Loan Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Effective Date, the Advances commitment of each lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding obligations owing to the Exiting Lenders will be repaid in full and each Exiting Lender will cease to be a Lender under the Existing Credit Agreement and will not be a Lender under this Agreement. As of the Effective Date, the remaining “Lenders” under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Commitments as set forth on Schedule I hereto and by its execution and delivery of this Agreement, each such Lender hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of commitments occurring on the Effective Date as a result of the termination of the commitments of the Exiting Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Exiting Lenders, and the reallocation of the Commitments contemplated hereunder. On the Effective Date, the Loans and related Obligations made under the Existing Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties Lenders of any other documentation, and all such Advances Loans currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders party hereto as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Revolving Credit Facility Loan Commitment Percentage or Term Loan Percentage upon the Effective Date than its Pro Rata Share Revolving Loan Commitment Percentage (under and as defined in the Existing Credit Agreement) of the Facility or Term Loan Percentage (under and as defined in the Existing Credit Agreement) Agreement only), respectively, immediately prior to the Effective Date (each, a “RC Purchasing Lender”), without executing an Assignment and AcceptanceAssumption, shall be deemed to have purchased assignments pro rata from each Lender in the applicable Class that will have a smaller Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share Loan Commitment Percentage (under and as defined in the Existing Credit Agreement) of or Term Loan Percentage (under and as defined in the Facility Existing Credit Agreement only), respectively, upon the Effective Date than its Revolving Loan Commitment Percentage (under and as defined in the Existing Credit Agreement) or Term Loan Percentage (under and as defined in the Existing Credit Agreement only), respectively, immediately prior to the Effective Date (each, a “RC Selling Lender”) in all such RC Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Lender Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment Commitments as set forth in Schedule I hereto and a corresponding Pro Rata Share Revolving Loan Commitment Percentage or Term Loan Percentage, as applicable, of all Advances Loans and other Revolving Loan Exposure then outstanding under the Revolving Credit Facilitysuch Class. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and other participation and without recourse, representation or warranty, except that each RC Selling Lender shall be deemed to represent and warrant to each RC applicable Purchasing Lender that the RC Lender Assigned Rights and Obligations of such RC Selling Lender being assigned to such Purchasing Lender are not subject to any Liens created by that RC Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances Loan Exposure outstanding at any time exceed its Revolving Credit Loan Commitment or the principal amount of its Term Loans exceed its Term Loan Commitment, in each case, as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b). (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (dc) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the sameAgreement, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit AdvancesLoans” or “Term Loans”, as applicable, except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Effective Date, the Advances made Commitments under the Existing Revolving Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties of any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders under each Tranche as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Applicable Pro Rata Share of the Revolving Credit Facility applicable Tranche upon the Effective Date than its Applicable Pro Rata Share (under and as defined in the Existing Revolving Credit Agreement) of the Facility applicable Tranche (under and as defined in the Existing Revolving Credit Agreement) immediately prior to the Effective Date (each, a “RC Tranche Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments accepted an assignment of Commitments pro rata from each Lender in the applicable Tranche that will have a smaller Applicable Pro Rata Share of the Revolving Credit Facility such Tranche upon the Effective Date than its Applicable Pro Rata Share (under and as defined in the Existing Revolving Credit Agreement) of the Facility such Tranche (under and as defined in the Existing Revolving Credit Agreement) immediately prior to the Effective Date (each, a “RC Tranche Selling Lender”) in all such RC Tranche Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender (collectively, the “RC Tranche Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Applicable Pro Rata Share of all Advances then outstanding under made in respect of such Tranche on the Revolving Credit FacilityEffective Date. Each such purchase assignment hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Tranche Selling Lender shall be deemed to represent and warrant to each RC Tranche Purchasing Lender that the RC Tranche Assigned Rights and Obligations of such RC Tranche Selling Lender are not subject to any Liens created by that RC Tranche Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b)[Reserved]. (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent[Reserved]. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the any Obligations of the Loan Parties outstanding under the Existing Revolving Credit Agreement or any instruments securing the same, which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Date, the Advances made under the Existing Credit Agreement shall be deemed to have been made under this Agreement, without the execution by the Borrower or the Lender Parties Lenders of any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Purchasing Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Selling Lender”) in all such RC Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Revolving Credit Lender with respect to the assigned portion of the Facility (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Pro Rata Share of all Advances then outstanding under the Revolving Credit Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans Loans and funded Commitments in respect thereof and without recourse, representation or warranty, except that each RC Selling Lender shall be deemed to represent and warrant to each RC Purchasing Lender that the RC Assigned Rights and Obligations of such RC Selling Lender are not subject to any Liens created by that RC Selling Lender. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III heretoCommitment. (b) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section 2.21(a2.18(a) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Exiting Lender that is transferring all of its rights and obligations under this Agreement (as defined below) (with a copy of such demand to the Administrative Agent), promptly compensate such RC Selling Exiting Lender for and hold such RC Selling Exiting Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. Each such RC Selling Exiting Lender shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) on and as of the Effective Date, and shall be a third party beneficiary of this Section 2.21(b2.18(b). (c) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent. (d) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations (under and as defined in the Existing Agreement) of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the samesame (including, without limitation, the Qualified Mortgages and the Qualified Term Notes as such terms are defined in the Existing Agreement), which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” Obligations hereunder, except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction Notwithstanding the foregoing, any Lender (as defined in the Existing Agreement) who is not a Lender under this Agreement (each, an “Exiting Lender”), by its acceptance of payment of all principal, interest and other amounts due and owing to such Exiting Lender in respect of its Pro Rata Share (as defined under the Existing Agreement) on the Closing Date, shall be deemed to have consented to the amendment and restatement of the conditions precedent set forth in Section 3.01 Existing Agreement by this Agreement and to have assigned all of this Agreement, this its rights and obligations under the Existing Agreement and the other Loan Documents (as defined in the Existing Agreement) to the Lenders hereunder, and shall exclusively control and govern no longer have any rights or obligations under the mutual Existing Agreement or under any of the other Loan Documents (as defined in the Existing Agreement) except that the rights and obligations of the parties hereto with respect to such Exiting Lender that would have survived termination of the Existing Credit Agreement, and the Existing Credit Agreement as expressly set forth therein shall be superseded in all respects, in each case on a prospective basis onlysurvive.

Reallocation of Lender Pro Rata Shares; No Novation. On the Closing Date, the The Advances made under the Existing Credit Agreement shall be deemed to have been be made under this AgreementAgreement on the date hereof, without the execution by the Borrower or the Lender Parties of executing any other documentation, and all such Advances currently outstanding shall be deemed to have been simultaneously reallocated among the Revolving Credit Lenders as follows: (a) On the Effective Date, each Revolving Credit Lender that will have a greater Pro Rata Share of the Term Loan Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Agreement) of the Term Loan Facility (under and as defined in the Existing Agreement) immediately prior to the Effective Date (each, a “TL Purchasing Bank”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Term Loan Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Agreement) of the Term Loan Facility (under and as defined in the Existing Agreement) immediately prior to the Effective Date (each, a “TL Selling Bank”) in all such TL Selling Bank’s rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Term Loan Facility (collectively, the “TL Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Lender shall have its respective Term Loan Commitment as set forth in Schedule I and a corresponding Pro Rata Share of all Term Loan Advances then outstanding under the Facility. Each such purchase hereunder 72 shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each TL Selling Bank shall be deemed to represent and warrant to each TL Purchasing Bank that the TL Assigned Rights and Obligations of such TL Selling Bank are not subject to any Liens created by that TL Selling Bank. For the avoidance of doubt, in no event shall the aggregate amount of each Lender’s Term Loan Advances outstanding at any time exceed its Term Loan Commitment as set forth in Schedule I. (b) On the Effective Date, each Lender that will have a greater Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Revolving Credit Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Purchasing LenderBank”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share of the Revolving Credit Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) of the Revolving Credit Facility (under and as defined in the Existing Credit Agreement) immediately prior to the Effective Date (each, a “RC Selling LenderBank”) in all such RC Selling LenderBank’s rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Revolving Credit Lender Facility (collectively, the “RC Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Revolving Credit Lender shall have its respective Revolving Credit Commitment as set forth in Schedule I hereto and a corresponding Pro Rata Share of all Revolving Credit Advances then outstanding under the Revolving Credit Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each RC Selling Lender Bank shall be deemed to represent and warrant to each RC Purchasing Lender Bank that the RC Assigned Rights and Obligations of such RC Selling Lender Bank are not subject to any Liens created by that RC Selling LenderBank. For the avoidance of doubt, (i) in no event shall the aggregate amount of each Revolving Credit Lender’s Revolving Credit Advances outstanding at any time exceed its Revolving Credit Commitment as set forth in Schedule I hereto and (ii) the Eurodollar Rate applicable to Advances that are part of Rollover Borrowings shall be as specified on Schedule III hereto.I. (bc) The Borrower shall, upon written demand by any Lender Party (with a copy of such demand to the Administrative Agent), promptly compensate such Lender Party for and hold such Lender Party harmless from any loss, cost or expense incurred by it as a result of the reallocations set forth in Section Sections 2.21(a) and (b) above in respect of Eurodollar Rate Advances to the extent such reallocations take place on a day other than the last day of the Interest Period for such Eurodollar Rate Advances. The Borrower shall also, but without duplication of other amounts hereunder, upon written demand by any RC Selling Lender that is transferring all of its rights and obligations under this Agreement (with a copy of such demand Notwithstanding anything to the Administrative Agent)contrary contained in this Agreement, promptly compensate such RC Selling Lender for and hold such RC Selling Lender harmless from any loss, cost or expense incurred by it as a result of such reallocations to the extent such reallocations take place on a day other than the last day of the Effective Date, all Interest Period for such Periods (under and as defined in the Existing Agreement) in respect of outstanding Term Loan Advances (under and as defined in the Existing Agreement) that are Eurodollar Rate Advances. Each such RC Selling Lender Advances (under and as defined in the Existing Agreement) shall be deemed to have withdrawn as a Lender (and shall not be a Lender hereunder) end on and as of the Effective Date, Date and the Lenders (under and as defined in the Existing Agreement) immediately prior to the Effective Date shall be a third party beneficiary entitled to payment from the Borrower of all accrued interest on any Advances (under and as defined in the Existing Agreement) outstanding immediately prior the Effective Date on the Effective Date. For the avoidance of doubt, the Eurodollar Rate applicable to Term Loan Advances made under the Existing Agreement which continue as Term Loan Advances under this Section 2.21(b)Agreement (as reallocated hereunder) shall not be reset on the Effective Date. (cd) The Administrative Agent shall calculate the net amount to be paid or received by each Revolving Credit Lender in connection with the assignments effected hereunder on the Effective Date. Each Revolving Credit Lender required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Revolving Credit Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Revolving Credit Lender is entitled to receive at the primary address set forth in Schedule I hereto or at such other address as such Revolving Credit Lender may request in writing to the Administrative Agent.. 73 (de) Nothing in this Agreement shall be construed as a discharge, extinguishment or novation of the Obligations of the Loan Parties outstanding under the Existing Credit Agreement or any instruments securing the samesame (including, without limitation, the Qualified Mortgages), which Obligations shall remain outstanding under this Agreement after the date hereof as “Revolving Credit Advances” and “Term Loans,” except as expressly modified hereby or by instruments executed concurrently with this Agreement. Upon satisfaction of the conditions precedent set forth in Section 3.01 of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case on a prospective basis only.