Common use of Reallocation of Lender Pro Rata Shares Clause in Contracts

Reallocation of Lender Pro Rata Shares. The Term Advances and Revolving Credit Advances made under the Existing Agreement shall be deemed to made under this Agreement on the date hereof, without executing any other documentation, and shall be reallocated as follows: (a) On the Closing Date, each Lender that will have a greater Revolver Pro Rata Share upon the Closing Date than its Pro Rata Share (under and as defined in the Existing Agreement) immediately prior to the Closing Date (including any New Lender with a Revolving Credit Commitment) (each, a "PURCHASING REVOLVING LENDER"), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Revolver Pro Rata Share upon the Closing Date than its Pro Rata Share (under and as defined in the Existing Agreement) immediately prior to the Closing Date (each, a "SELLING REVOLVING LENDER") in all such Selling Revolving Lenders' rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Revolving Credit Commitments (collectively, the "ASSIGNED REVOLVER RIGHTS AND OBLIGATIONS") so that, after giving effect to such assignments, each Lender shall have its respective Revolver Pro Rata Share as set forth in Schedule I. 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 Selling Revolving Lender shall be deemed to represent and warrant to each Purchasing Revolving Lender that the Assigned Revolver Rights and Obligations of such Selling Revolving Lender are not subject to any Liens created by that Selling Revolving Lender. (b) On the Closing Date, each Lender that will have a greater Term Pro Rata Share upon the Closing Date than its Existing Term Pro Rata Share immediately prior to the Closing Date (including any New Lender with a Term Commitment) (each, a "PURCHASING TERM LENDER"), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Term Pro Rata Share upon the Closing Date than its Existing Term Pro Rata Share immediately prior to the Closing Date (each, a "SELLING TERM LENDER") in all such Selling Term Lenders' rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Term Commitments (collectively, the "ASSIGNED TERM RIGHTS AND OBLIGATIONS") so that, after giving effect to such assignments, each Lender shall have its respective Term Pro Rata Share as set forth in Schedule I. 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 Selling Term Lender shall be deemed to represent and warrant to each Purchasing Term Lender that the Assigned Term Rights and Obligations of such Selling Term Lender are not subject to any Liens created by that Selling Term Lender. (c) The Administrative Agent shall calculate the net amount to be paid or received by each Lender in connection with the assignments effected hereunder on the Closing Date. Each 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 Noon (New York time) on the Closing Date. The Administrative Agent shall distribute on the Closing Date the proceeds of such amounts to the Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Lender is entitled to receive at the primary address set forth in Schedule I or at such other address as such Lender may request in writing to the Administrative Agent.

Reallocation of Lender Pro Rata Shares. The Term Advances and Revolving Credit Advances made under the Existing Agreement shall be deemed to made under this Agreement on the date hereof, without executing any other documentation, and shall be reallocated as follows: (a) On the Closing Second Amendment Effective Date, each Lender that will have a greater Revolver Pro Rata Share upon the Closing Second Amendment Effective Date than its Pro Rata Share (under and as defined in the Existing Agreement) immediately prior to the Closing Second Amendment Effective Date (including any New Lender with a Revolving Credit Commitment) (each, a "PURCHASING REVOLVING LENDER"“Purchasing Revolving Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Revolver Pro Rata Share upon the Closing Second Amendment Effective Date than its Pro Rata Share (under and as defined in the Existing Agreement) immediately prior to the Closing Second Amendment Effective Date (each, a "SELLING REVOLVING LENDER"“Selling Revolving Lender”) in all such Selling Revolving Lenders' ’ rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Revolving Credit Commitments (collectively, the "ASSIGNED REVOLVER RIGHTS AND OBLIGATIONS"“Assigned Revolver Rights and Obligations”) so that, after giving effect to such assignments, each Lender shall have its respective Revolver Pro Rata Share as set forth in Schedule I. 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 Selling Revolving Lender shall be deemed to represent and warrant to each Purchasing Revolving Lender that the Assigned Revolver Rights and Obligations of such Selling Revolving Lender are not subject to any Liens created by that Selling Revolving Lender. (b) On the Closing Second Amendment Effective Date, each Lender that will have a greater Term Pro Rata Share upon the Closing Second Amendment Effective Date than its Existing Term Pro Rata Share immediately prior to the Closing Second Amendment Effective Date (including any New Lender with a Term Commitment) (each, a "PURCHASING TERM LENDER"“Purchasing Term Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Term Pro Rata Share upon the Closing Second Amendment Effective Date than its Existing Term Pro Rata Share immediately prior to the Closing Second Amendment Effective Date (each, a "SELLING TERM LENDER"“Selling Term Lender”) in all such Selling Term Lenders' ’ rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Term Commitments (collectively, the "ASSIGNED TERM RIGHTS AND OBLIGATIONS"“Assigned Term Rights and Obligations”) so that, after giving effect to such assignments, each Lender shall have its respective Term Pro Rata Share as set forth in Schedule I. 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 Selling Term Lender shall be deemed to represent and warrant to each Purchasing Term Lender that the Assigned Term Rights and Obligations of such Selling Term Lender are not subject to any Liens created by that Selling Term Lender. (c) The Administrative Agent shall calculate the net amount to be paid or received by each Lender in connection with the assignments effected hereunder on the Closing Second Amendment Effective Date. Each 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 Noon (New York time) on the Closing Second Amendment Effective Date. The Administrative Agent shall distribute on the Closing Second Amendment Effective Date the proceeds of such amounts to the Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Lender is entitled to receive at the primary address set forth in Schedule I or at such other address as such Lender may request in writing to the Administrative Agent.” (j) The following new Section 2.19 is hereby inserted into the Credit Agreement immediately following Section 2.18:

Reallocation of Lender Pro Rata Shares. (a) The Term Advances and Revolving Credit Advances made under the Existing Credit Agreement shall be deemed to made under this Agreement on the date hereof, without executing any other documentation, and shall be reallocated as follows: (a) On the Closing Date, each Lender that will have a greater Revolver Pro Rata Share upon the Closing Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) immediately prior to the Closing Date (including any New new Lender with a Revolving Credit Commitment) (each, a "PURCHASING REVOLVING LENDER"“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 Revolver Pro Rata Share upon the Closing Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) immediately prior to the Closing Date (each, a "SELLING REVOLVING LENDER"“Selling Lender”) in all such Selling Revolving Lenders' ’ rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Revolving Credit Commitments (collectively, the "ASSIGNED REVOLVER RIGHTS AND OBLIGATIONS"“Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Lender shall have its respective Revolver Pro Rata Share as set forth in Schedule I. 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 Selling Revolving Lender shall be deemed to represent and warrant to each Purchasing Revolving Lender that the Assigned Revolver Rights and Obligations of such Selling Revolving Lender are not subject to any Liens created by that Selling Revolving Lender. (b) On the Closing Date, each Lender that will have a greater Term Pro Rata Share upon the Closing Date than its Existing Term Pro Rata Share immediately prior to the Closing Date (including any New Lender with a Term Commitment) (each, a "PURCHASING TERM LENDER"), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Term Pro Rata Share upon the Closing Date than its Existing Term Pro Rata Share immediately prior to the Closing Date (each, a "SELLING TERM LENDER") in all such Selling Term Lenders' rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Term Commitments (collectively, the "ASSIGNED TERM RIGHTS AND OBLIGATIONS") so that, after giving effect to such assignments, each Lender shall have its respective Term Pro Rata Share as set forth in Schedule I. 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 Selling Term Lender shall be deemed to represent and warrant to each Purchasing Term Lender that the Assigned Term Rights and Obligations of such Selling Term Lender are not subject to any Liens created by that Selling Term Lender. (c) The Administrative Agent shall calculate the net amount to be paid or received by each Lender in connection with the assignments effected hereunder on the Closing Date. Each 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 Noon (New York time) on the Closing Date. The Administrative Agent shall distribute on the Closing Date the proceeds of such amounts to the Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Lender is entitled to receive at the primary address set forth in Schedule I or at such other address as such Lender may request in writing to the Administrative Agent.

Reallocation of Lender Pro Rata Shares. The Term Advances and Revolving Credit Advances made under the Existing Agreement shall be deemed to be made under this Agreement on the date hereof, without executing any other documentation, and shall be reallocated as follows: (a) On the Closing Effective Date, each Lender that will have a greater Revolver Pro Rata Share upon the Closing Effective Date than its Pro Rata Share (under and as defined in the Existing Agreement) immediately prior to the Closing Effective Date (including any New Lender with a Revolving Credit Commitment) (each, a "PURCHASING REVOLVING LENDER"“Purchasing Revolving Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Revolver Pro Rata Share upon the Closing Effective Date than its Pro Rata Share (under and as defined in the Existing Agreement) immediately prior to the Closing Effective Date (each, a "SELLING REVOLVING LENDER"“Selling Revolving Lender”) in all such Selling Revolving Lenders' ’ rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Revolving Credit Commitments (collectively, the "ASSIGNED REVOLVER RIGHTS AND OBLIGATIONS"“Assigned Revolver Rights and Obligations”) so that, after giving effect to such assignments, each Lender shall have its respective Revolver Pro Rata Share as set forth in Schedule I. 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 Selling Revolving Lender shall be deemed to represent and warrant to each Purchasing Revolving Lender that the Assigned Revolver Rights and Obligations of such Selling Revolving Lender are not subject to any Liens created by that Selling Revolving Lender. (b) On the Closing Date, each Lender that will have a greater Term Pro Rata Share upon the Closing Date than its Existing Term Pro Rata Share immediately prior to the Closing Date (including any New Lender with a Term Commitment) (each, a "PURCHASING TERM LENDER"), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Term Pro Rata Share upon the Closing Date than its Existing Term Pro Rata Share immediately prior to the Closing Date (each, a "SELLING TERM LENDER") in all such Selling Term Lenders' rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Term Commitments (collectively, the "ASSIGNED TERM RIGHTS AND OBLIGATIONS") so that, after giving effect to such assignments, each Lender shall have its respective Term Pro Rata Share as set forth in Schedule I. 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 Selling Term Lender shall be deemed to represent and warrant to each Purchasing Term Lender that the Assigned Term Rights and Obligations of such Selling Term Lender are not subject to any Liens created by that Selling Term Lender. (c) The Administrative Agent shall calculate the net amount to be paid or received by each Lender in connection with the assignments effected hereunder on the Closing Effective Date. Each 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 Noon (New York time) on the Closing Effective Date. The Administrative Agent shall distribute on the Closing Effective Date the proceeds of such amounts to the Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Lender is entitled to receive at the primary address set forth in Schedule I or at such other address as such Lender may request in writing to the Administrative Agent.

Reallocation of Lender Pro Rata Shares. The Term Advances and Revolving Credit Advances made under the Existing Agreement shall be deemed to made under this Agreement on the date hereof, without executing any other documentation, and shall be reallocated as follows: (a) On the Closing Date, each Lender that will have a greater Revolver Pro Rata Share upon the Closing Date than its Pro Rata Share (under and as defined in the Existing Agreement) immediately prior to the Closing Date (including any New Lender with a Revolving Credit Commitment) (each, a "PURCHASING REVOLVING LENDER"“Purchasing Revolving Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Revolver Pro Rata Share upon the Closing Date than its Pro Rata Share (under and as defined in the Existing Agreement) immediately prior to the Closing Date (each, a "SELLING REVOLVING LENDER"“Selling Revolving Lender”) in all such Selling Revolving Lenders' ’ rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Revolving Credit Commitments (collectively, the "ASSIGNED REVOLVER RIGHTS AND OBLIGATIONS"“Assigned Revolver Rights and Obligations”) so that, after giving effect to such assignments, each Lender shall have its respective Revolver Pro Rata Share as set forth in Schedule I. 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 Selling Revolving Lender shall be deemed to represent and warrant to each Purchasing Revolving Lender that the Assigned Revolver Rights and Obligations of such Selling Revolving Lender are not subject to any Liens created by that Selling Revolving Lender. (b) On the Closing Date, each Lender that will have a greater Term Pro Rata Share upon the Closing Date than its Existing Term Pro Rata Share immediately prior to the Closing Date (including any New Lender with a Term Commitment) (each, a "PURCHASING TERM LENDER"“Purchasing Term Lender”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Lender that will have a smaller Term Pro Rata Share upon the Closing Date than its Existing Term Pro Rata Share immediately prior to the Closing Date (each, a "SELLING TERM LENDER"“Selling Term Lender”) in all such Selling Term Lenders' ’ rights and obligations under this Agreement and the other Loan Documents as a Lender with respect to the Term Commitments (collectively, the "ASSIGNED TERM RIGHTS AND OBLIGATIONS"“Assigned Term Rights and Obligations”) so that, after giving effect to such assignments, each Lender shall have its respective Term Pro Rata Share as set forth in Schedule I. 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 Selling Term Lender shall be deemed to represent and warrant to each Purchasing Term Lender that the Assigned Term Rights and Obligations of such Selling Term Lender are not subject to any Liens created by that Selling Term Lender. (c) The Administrative Agent shall calculate the net amount to be paid or received by each Lender in connection with the assignments effected hereunder on the Closing Date. Each 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 Noon (New York time) on the Closing Date. The Administrative Agent shall distribute on the Closing Date the proceeds of such amounts to the Lenders entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Lender is entitled to receive at the primary address set forth in Schedule I or at such other address as such Lender may request in writing to the Administrative Agent.