“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Existing Credit Agreement as modified hereby. This Amendment does not constitute a novation or termination of the Credit Agreement Obligations (as defined in the Guarantee and Security Agreement) under the Existing Credit Agreement, which remain outstanding.
SECTION 5.8. Assignment and Reallocation of Existing Commitments and Existing Loans.
(a)On the First Amendment Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender, and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, which, for the purposes of the Credit Agreement and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b) to the Credit Agreement, and (z) each Lender party hereto hereby agrees that no amounts shall be required to be paid to such Lender under Section 2.15 in connection with the reallocation described in this Section 5.8(a). Concurrently therewith, the Lenders of each Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Applicable Percentage of Commitments of such Class.
(b)Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under the Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender.
SECTION 5.9. Reaffirmation. Each of the Borrower, ADT BCSF Investments, LLC, BCC BCSF DCB Investments, LLC, BCSF Abracon Holding, LLC, BCSF Grammer Holdings (E), LLC, BCSF Insigneo Holdings, LLC, BCSF ServiceMaster Investments, LLC, BCSF WSP, LLC, BCSF I, LLC, BCSF Complete Financing Solution Holdco LLC and BCSF Complete Financing Solution LLC, the Administrative Agent and the Lenders (i) hereby consents to the terms of this Amendment and the Credit Agreement, (ii) solely in the case of ADT BCSF Investments, LLC, BCC BCSF DCB Investments, LLC, BCSF Abracon Holding, LLC, BCSF Grammer Holdings (E), LLC, BCSF Insigneo Holdings, LLC, BCSF ServiceMaster Investments,