Common use of Reallocations on Effective Date; Exiting Lenders Clause in Contracts

Reallocations on Effective Date; Exiting Lenders. The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement, the amount of each of the Commitments of such Lender is as set forth on Schedule 1.1(a) attached hereto. Simultaneously with the effectiveness of this Agreement, the Commitments of each of the Lenders of a Class as in effect immediately prior to the effectiveness of this Agreement shall be reallocated among the Lenders of such Class pro rata in accordance with their respective Commitments for such Class as set forth on Schedule 1.1(a). To effect such reallocations, each Lender of a Class who either had no Commitment with respect to such Class prior to the effectiveness of this Agreement or whose Commitment with respect to such Class upon the effectiveness of this Agreement exceeds its Commitment with respect to such Class immediately prior to the effectiveness of this Agreement (each an “Assignee Lender”) shall be deemed to have purchased at par all right, title and interest in, and all obligations in respect of, the Commitments of such Class from the Lenders of such Class whose Commitments are less than their respective Commitment of such Class immediately prior to the effectiveness of this Agreement (each an “Assignor Lender”), so that the Commitments of such Class of each Lender of such Class will be as set forth on Schedule 1.1(a) attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amount of their respective Commitments of any applicable Class, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders, the Assignee Lenders and the other Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to the making of any Loans to be made on the Effective Date and any netting transactions effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate outstanding principal amount of each Class of Loans shall be held by the Lenders of such Class pro rata in accordance with the amount of the Commitments of such Class (determined without giving effect to any termination of Commitments effected by the making of any such Loans) of the Lenders of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any assignment of the Commitments under this Section, the Administrative Agent, the Borrower, and each relevant Assignee Lender and/or Assignor Lender shall endeavor to make arrangements satisfactory to such parties to cause each such Assignee Lender and/or Assignor Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment Percentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. On the Effective Date, the commitment of each Assignor Lender that is a party to the Existing Credit Agreement, but not a party to this Agreement (an “Exiting Lender”), shall be terminated, all outstanding obligations owing to such Exiting Lenders under the Existing Credit Agreement on the Effective Date shall be paid in full as provided in this Section, and each Exiting Lender shall cease to be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder.

Reallocations on Effective Date; Exiting Lenders. The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement, the amount of each Class of the Commitments of such each Lender is as set forth on Schedule 1.1(a) I attached hereto. Simultaneously with the effectiveness of this Agreement, the Commitments of each of the Lenders of a Class as in effect immediately prior to the effectiveness of this Agreement shall be reallocated among the Lenders of such Class pro rata in accordance with their respective Commitments for such Class as set forth on Schedule 1.1(a). I. To effect such reallocations, each Lender of a Class who which either had no Commitment with respect to such Class prior to the effectiveness of this Agreement or whose Commitment with respect to of such Class upon the effectiveness of this Agreement exceeds its Commitment with respect to of such Class immediately prior to the effectiveness of this Agreement (each an “Assignee Lender”) shall be deemed to have purchased at par all right, title and interest in, and all obligations in respect of, the Commitments of such Class from the Lenders of such Class whose Commitments are less than their respective Commitment of such Class immediately prior to the effectiveness of this Agreement (each an “Assignor Lender”), so that the Commitments of such Class of each Lender of such Class will be as set forth on Schedule 1.1(a) I attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amount of their respective Commitments of any applicable Class, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders, the Assignee Lenders and the other Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to the making of any Loans to be made on the Effective Date and any netting transactions effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate outstanding principal amount of each Class of Loans shall be held by the Lenders of such Class pro rata in accordance with the amount of the Commitments of such Class (determined without giving effect to any termination of Commitments effected by the making of any such Loans) of the Lenders of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any assignment of the Commitments under this SectionSection 2.19, the Administrative Agent, the Borrower, and each relevant Assignee Lender and/or Assignor Lender shall endeavor to make arrangements satisfactory to such parties to cause each such Assignee Lender and/or Assignor Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment Percentage percentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. On the Effective Date, the commitment of each Assignor Lender that is a party to the Existing Credit AgreementAgreements, but not a party to this Agreement (other than for purposes of this Section 2.19) (an “Exiting Lender”), shall be terminated, all outstanding obligations owing to such Exiting Lenders under the Existing Credit Agreement Agreements on the Effective Date shall be paid in full as provided in this SectionSection 2.19, and each Exiting Lender shall cease to be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder.

Reallocations on Effective Date; Exiting Lenders. The Administrative Agent, the Borrower Borrower, each Exiting Lender (as defined below) and each Lender agree that upon the effectiveness of this Agreement, the amount of each Class of the Commitments of such Lender is as set forth on Schedule 1.1(a) attached hereto. Simultaneously with the effectiveness of this Agreement, the Commitments “Commitments” (including any outstanding loans issued thereunder) of each of the Lenders of a Class lenders under the Existing Credit Agreement as in effect immediately prior to the effectiveness of this Agreement (the “Existing Commitments”) shall be reallocated among the Revolving USD Tranche Lenders of such Class pro rata in accordance with their respective Commitments for such Class (and shall be deemed to be) Revolving USD Tranche Commitment as set forth on Schedule 1.1(a1.1(a)(i). To effect such reallocations, each Lender of a Class who either had no lender with an Existing Commitment with respect to such Class prior to the effectiveness of this Agreement or whose Revolving USD Tranche Commitment with respect to such Class upon the effectiveness of this Agreement exceeds its Existing Commitment with respect to such Class immediately prior to the effectiveness of this Agreement (each an “Assignee Lender”) shall be deemed to have purchased at par all right, title and interest in, and all obligations in respect of, the excess Existing Commitments of such Class from the Lenders of such Class lenders whose Existing Commitments are less than their respective Commitment of such Class immediately prior to the effectiveness of this Agreement are less than their respective Revolving USD Tranche Commitment upon the effectiveness of this Agreement (including, for the avoidance of doubt, from each Exiting Lender) (each an “Assignor Lender”), so that the Commitments of such Class Revolving USD Tranche Commitment of each Revolving USD Tranche Lender of such Class will be as set forth on Schedule 1.1(a1.1(a)(i) attached hereto. Such Except as modified by this Section 2.19, such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amount of their respective Commitments of any applicable ClassRevolving USD Tranche Commitment, if any, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), except that any such purchase or deemed purchase shall be recorded in the Register in accordance with Section 13.6(c). The Assignor Lenders, the Assignee Lenders and the other Lenders lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to the making of any Loans to be made on the Effective Date and any netting transactions effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate outstanding principal amount of each Class of Revolving USD Tranche Loans shall be held by the Revolving USD Tranche Lenders of such Class pro rata in accordance with the amount of the Revolving USD Tranche Commitments of such Class (determined without giving effect to any termination of Commitments effected by the making of any such Loans) of the Lenders of such ClassRevolving USD Tranche Lenders. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any assignment of the Existing Commitments under this Section, the Administrative Agent, the Borrower, and each relevant Assignee Lender and/or Assignor Lender shall endeavor to make arrangements satisfactory to such parties to cause each such Assignee Lender and/or Assignor Lender to temporarily hold risk participations in the outstanding Loans, of loans issued pursuant to the applicable Class, Existing Commitment of the other Lenders of such Class lenders thereof (rather than fund its Commitment Percentage of such Class of all outstanding Loans of such Class loans concurrently with the effectiveness of such increase of Commitments of such Classthis Agreement) with a view toward minimizing breakage costs and transfers of funds in connection with such increase the effectiveness of Commitmentsthis Agreement and the Commitments herein. On the Effective Date, the commitment of each Assignor Lender that is a party to the Existing Credit Agreement, but not a party to this Agreement (other than for purposes of this Section 2.19) (an “Exiting Lender”), shall be terminated, immediately assigned in full and all outstanding obligations (excluding accrued interest and accrued fees) owing to such Exiting Lenders under the Existing Credit Agreement on the Effective Date shall be paid in full as provided in this Section, and each Exiting Lender shall cease to be a Lender under this Agreement; 71 provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Existing Credit Agreement and the other “Loan Documents Documents” as defined therein that are intended by their express terms to survive termination of the Commitments “Commitments” as defined under the Existing Credit Agreement and/or the repayment, satisfaction or discharge of obligations under any Loan Document (as defined in the Existing Credit Agreement) shall survive for such Exiting Lender hereunder. Notwithstanding anything in the Existing Credit Agreement or this Agreement to the contrary, accrued interest and fees owing to any lender pursuant to the terms of the Existing Credit Agreement or any other Loan Document as defined therein shall be paid on the first date for the payment of any interest or fees, as applicable, pursuant to the terms of this Agreement or any other Loan Document, as applicable, as defined herein. Each Exiting Lender is a party to this Agreement solely and exclusively for purposes of this Section 2.19 and not for any other purpose and, by signing this Agreement, hereby agrees to the assignment, payment and other terms provided for in this Section 2.19.

Reallocations on Effective Date; Exiting Lenders. The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement, the amount of each Class of the Commitments of such Lender is as set forth on Schedule 1.1(a) attached hereto. Simultaneously with the effectiveness of this Agreement, the Commitments of each of the Lenders of a Class as in effect immediately prior to the effectiveness of this Agreement shall be reallocated among the Lenders of such Class pro rata in accordance with their respective Commitments for such Class as set forth on Schedule 1.1(a). To effect such reallocations, each Lender of a Class who either had no Commitment with respect to such Class prior to the effectiveness of this Agreement or whose Commitment with respect to of such Class upon the effectiveness of this Agreement exceeds its Commitment with respect to of such Class immediately prior to the effectiveness of this Agreement (each an “Assignee Lender”) shall be deemed to have purchased at par all right, title and interest in, and all obligations in respect of, the Commitments of such Class from the Lenders of such Class whose Commitments are less than their respective Commitment of such Class immediately prior to the effectiveness of this Agreement (each an “Assignor Lender”), so that the Commitments of such Class of each Lender of such Class will be as set forth on Schedule 1.1(a) attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amount of their respective Commitments of any applicable Class, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders, the Assignee Lenders and the other Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to the making of any Loans to be made on the Effective Date and any netting transactions effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate outstanding principal amount of each Class of Loans shall be held by the Lenders of such Class pro rata in accordance with the amount of the Commitments of such Class (determined without giving effect to any termination of Commitments effected by the making of any such Loans) of the Lenders of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any assignment of the Commitments under this Section, the Administrative Agent, the Borrower, and each relevant Assignee Lender and/or Assignor Lender shall endeavor to make arrangements satisfactory to such parties to cause each such Assignee Lender and/or Assignor Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment Percentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. On the Effective Date, the commitment of each Assignor Lender that is a party to the Existing Credit AgreementAgreements, but not a party to this Agreement (other than for purposes of this Section 2.19) (an “Exiting Lender”), shall be terminated, all outstanding obligations owing to such Exiting Lenders under the Existing Credit Agreement on the Effective Date shall be paid in full as provided in this Section, and each Exiting Lender shall cease to be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder.

Reallocations on Effective Date; Exiting Lenders. The Administrative Agent, the Borrower and each Lender (including, without limitation for all purposes in this Section, each New Lender) agree that upon the effectiveness of this AgreementAmendment, the amount of each of the Commitments of such Lender is as set forth on Schedule 1.1(a) I attached hereto. Simultaneously with the effectiveness of this AgreementAmendment, the Commitments of each of the Lenders of a Class as in effect immediately prior to the effectiveness of this Agreement Amendment shall be reallocated among the Lenders of such Class pro rata in accordance with their respective Commitments for such Class as set forth on Schedule 1.1(a). I. To effect such reallocations, each Lender of a Class who either had no Commitment with respect to such Class prior to the effectiveness of this Agreement or whose Commitment with respect to such Class upon the effectiveness of this Agreement exceeds its Commitment with respect to such Class immediately prior to the effectiveness of this Agreement Amendment (each an “Assignee Lender”) shall be deemed to have purchased at par all right, title and interest in, and all obligations in respect of, the Commitments of such Class from the Lenders of such Class whose Commitments are less than their respective Commitment of such Class immediately prior to the effectiveness of this Agreement Amendment (each an “Assignor Lender”), so that the Commitments of such Class of each Lender of such Class will be as set forth on Schedule 1.1(a) I attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amount of their respective Commitments of any applicable Class, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders, the Assignee Lenders and the other Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to the making of any Loans to be made on the Effective First Amendment Date and any netting transactions effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate outstanding principal amount of each Class of Loans shall be held by the Lenders of such Class pro rata in accordance with the amount of the Commitments of such Class (determined without giving effect to any termination of Commitments effected by the making of any such Loans) of the Lenders of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any assignment of the Commitments under this Section, the Administrative Agent, the Borrower, and each relevant Assignee Lender and/or Assignor Lender shall endeavor to make arrangements satisfactory to such parties to cause each such Assignee Lender and/or Assignor Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment Percentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. On the Effective First Amendment Date, the commitment of each Assignor Lender that is a party to the Existing Credit Agreement, but not a party to this Agreement (an “Exiting Lender”), shall be terminated, all outstanding obligations owing to such Exiting Lenders under the Existing Credit Agreement on the Effective Date shall be paid in full as provided in this Section, and each Exiting Lender shall cease to be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunderLender.