Common use of Reallocation of Percentages and Revolving Loans Clause in Contracts

Reallocation of Percentages and Revolving Loans. (a) The Borrower ----------------------------------------------- and each Lender agree that, effective on the Closing Date, (i) this Agreement shall amend and restate in its entirety the Existing Agreement and (ii) the Percentages of the Lenders shall be reallocated in accordance with the terms hereof. (b) To facilitate the reallocation described in clause (a), on the ---------- Closing Date, (i) all loans under the Existing Agreement shall be deemed to be Loans hereunder, (ii) each Lender shall transfer to the Administrative Agent an amount equal to the excess, if any, of such Lender's Revolving Credit Percentage of all outstanding Revolving Credit Loans hereunder over the amount of all of such Lender's revolving credit loans under the Existing Agreement, (iii) the Administrative Agent shall apply the funds received from the Lenders pursuant to clause (ii), first to pay to each Lender all interest, fees and other amounts (including amounts payable to Section 4.13 of the Existing Agreement, assuming for such purpose that the loans under the Existing Agreement were prepaid rather than reallocated on the Closing Date) owed to such Lender under the Existing Agreement (whether or not otherwise then due) and, second, as the Borrower shall ------ direct, and (iv) the Borrower shall select new Interest Periods to apply to all Loans hereunder (or, to the extent the Borrower fails to do so, such Loans shall be Base Rate Loans).

Reallocation of Percentages and Revolving Loans. (a) The Borrower ----------------------------------------------- Company and each Lender Bank agree that, effective on the Closing Effective Date, (i) this Agreement shall amend and restate in its entirety the Existing Agreement and (ii) the Percentages of the Lenders Banks shall be reallocated in accordance with the terms hereof. (b) To facilitate the reallocation described in clause CLAUSE (a), on the ---------- Closing Effective Date, (i) all loans under the Existing Agreement shall be deemed to be Revolving Loans hereunder, (ii) each Lender Bank which is a party to the Existing Agreement (an "Existing Bank") shall transfer to the Administrative Agent an amount equal to the excess, if any, of such LenderBank's Revolving Credit Percentage of all outstanding Revolving Credit Loans hereunder (including any Revolving Loans requested by the Company on the Effective Date) over the amount of all of such LenderBank's revolving credit loans under the Existing Agreement, (iii) each Bank which is not a party to the Administrative Existing Agreement shall transfer to the Agent an amount equal to such Bank's Percentage of all outstanding Revolving Loans hereunder (including any Revolving Loans requested by the Company on the Effective Date), (iv) the Agent shall apply the funds received from the Lenders Banks pursuant to clause CLAUSES (iiII) and (III), first FIRST, on behalf of the Banks (pro rata according to the amount of the loans each is required to purchase to achieve the reallocation described in CLAUSE (A)), to purchase from each Existing Bank which is not a party hereto the loans of such Existing Bank under the Existing Agreement (and, if applicable to purchase from any Existing Bank which is a party hereto but which has loans under the Existing Agreement in excess of such Bank's Percentage of all then-outstanding Revolving Loans hereunder (including any Revolving Loans requested by the Company on the Effective Date), a portion of such loans equal to such excess), SECOND, to pay to each Lender Existing Bank all interest, fees and other amounts (including amounts payable pursuant to Section 4.13 8.4 of the Existing Agreement, assuming for such purpose that the loans under the Existing Agreement were prepaid rather than reallocated on the Closing Effective Date) owed to such Lender Existing Bank under the Existing Agreement (whether or not otherwise then due) and, secondTHIRD, as the Borrower Company shall ------ direct, and (ivv) the Borrower Company shall select new Interest Periods to apply to all Revolving Loans hereunder (or, to the extent the Borrower Company fails to do so, such Revolving Loans shall be Base Floating Rate Loans). SECTION 2 COMMITMENTS OF THE BANKS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES; SWING LINE LOANS.

Reallocation of Percentages and Revolving Loans. (a) The Borrower ----------------------------------------------- Company and each Lender Bank agree that, effective on the Closing Effective Date, (i) this Agreement shall amend and restate in its entirety the Existing Agreement and (ii) the Percentages of the Lenders Banks shall be reallocated in accordance with the terms hereof. (b) To facilitate the reallocation described in clause CLAUSE (aA), on the ---------- Closing Effective Date, (i) all loans under the Existing Agreement shall be deemed to be Revolving Loans hereunder, (ii) each Lender Bank which is a party to the Existing Agreement (an "Existing Bank") shall transfer to the Administrative Agent an amount equal to the excess, if any, of such LenderBank's Revolving Credit Percentage of all outstanding Revolving Credit Loans hereunder (including any Revolving Loans requested by the Company on the Effective Date) over the amount of all of such LenderBank's revolving credit loans under the Existing Agreement, (iii) each Bank which is not a party to the Administrative Existing Agreement shall transfer to the Agent an amount equal to such Bank's Percentage of all outstanding Revolving Loans hereunder (including any Revolving Loans requested by the Company on the Effective Date), (iv) the Agent shall apply the funds received from the Lenders Banks pursuant to clause CLAUSES (iiII) and (III), first FIRST, on behalf of the Banks (pro rata according to the amount of the loans each is required to purchase to achieve the reallocation described in CLAUSE (A)), to purchase from each Existing Bank which is not a party hereto the loans of such Existing Bank under the Existing Agreement (and, if applicable to purchase from any Existing Bank which is a party hereto but which has loans under the Existing Agreement in excess of such Bank's Percentage of all then-outstanding Revolving Loans hereunder (including any Revolving Loans requested by the Company on the Effective Date), a portion of such loans equal to such excess), SECOND, to pay to each Lender Existing Bank all interest, fees and other amounts (including amounts payable pursuant to Section 4.13 8.4 of the Existing Agreement, assuming for such purpose that the loans under the Existing Agreement were prepaid rather than reallocated on the Closing Effective Date) owed to such Lender Existing Bank under the Existing Agreement (whether or not otherwise then due) and, secondTHIRD, as the Borrower Company shall ------ direct, and (ivv) the Borrower Company shall select new Interest Periods to apply to all Revolving Loans hereunder (or, to the extent the Borrower Company fails to do so, such Revolving Loans shall be Base Floating Rate Loans). SECTION 2 COMMITMENTS OF THE BANKS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES; SWING LINE LOANS.

Reallocation of Percentages and Revolving Loans. (a) The Borrower ----------------------------------------------- Company and each Lender Bank agree that, effective on the Closing Effective Date, (i) this Agreement shall amend and restate in its entirety the Existing Agreement and (ii) the Percentages of the Lenders Banks shall be reallocated in accordance with the terms hereof. (b) To facilitate the reallocation described in clause (a), on the ---------- Closing Effective Date, (i) all loans under the Existing Agreement shall be deemed to be Term B Loans hereunder(and to the extent in excess of $30,000,000 in the aggregate, Term A Loans), (ii) each Lender Bank which is a party to the Existing Agreement (an "Existing Bank") shall transfer to the Administrative Agent an amount equal to the excess, if any, of such LenderBank's Revolving Credit Percentage of all outstanding Revolving Credit Term A Loans and Term B Loans hereunder (including any Term A Loans and Term B Loans requested by the Company on the Effective Date) over the amount of all of such LenderBank's revolving credit loans under the Existing Agreement, (iii) each Bank which is not a party to the Existing Agreement shall transfer to the Administrative Agent an amount equal to such Bank's Percentage of all outstanding Term A Loans and Term B Loans hereunder (including any Term A Loans and Term B Loans requested by the Company on the Effective Date), (iv) the Administrative Agent shall apply the funds received from the Lenders Banks pursuant to clauses (ii) and (iii), first, on behalf of the Banks (pro rata according to the amount of the loans each is required to purchase to achieve the reallocation described in clause (iia)), first to purchase from each Existing Bank which has loans under the Existing Agreement in excess of such Bank's Percentage of all then-outstanding Term A Loans and Term B Loans hereunder (including any Term A Loans and Term B Loans requested by the Company on the Effective Date), a portion of such loans equal to such excess, second, to pay to each Lender Existing Bank all interest, fees and other amounts (including amounts payable pursuant to Section 4.13 8.4 of the Existing Agreement, assuming for such purpose that the loans under the Existing Agreement were prepaid rather than reallocated on the Closing Effective Date) owed to such Lender Existing Bank under the Existing Agreement (whether or not otherwise then due) and, secondthird, as the Borrower Company shall ------ direct, and (ivv) the Borrower Company shall select new Interest Periods to apply to all Term A Loans and Term B Loans hereunder (or, to the extent the Borrower Company fails to do so, such Loans shall be Base Rate Loans).

Reallocation of Percentages and Revolving Loans. (a) The Borrower ----------------------------------------------- Company and each Lender Bank agree that, effective on the Closing Effective Date, (i) this Agreement shall amend and restate in its entirety the Existing Agreement and (ii) the Percentages of the Lenders Banks shall be reallocated in accordance with the terms hereof. (b) To facilitate the reallocation described in clause (a), on the ---------- Closing Effective Date, (i) each bank under the Existing Agreement that will not be a Bank hereunder will be deemed to have assigned its "Loans" under the Existing Agreement to the Banks in accordance with their Term Percentages and all loans "Loans" under the Existing Agreement shall be deemed to be Loans hereunderTerm Loans, (ii) each Lender Bank which is a party to the Existing Agreement (an "Existing Bank") shall transfer to the Administrative Agent an amount equal to the excess, if any, of such LenderBank's Revolving Credit Percentage of all outstanding Revolving Credit Loans hereunder (including any Loans requested by the Company on the Effective Date) over the outstanding amount of all of such LenderBank's revolving credit loans "Loans" under the Existing Agreement, (iii) each Bank which is not a party to the Existing Agreement shall transfer to the Administrative Agent an amount equal to such Bank's Percentage of all outstanding Loans hereunder (including any Loans requested by the Company on the Effective Date), (iv) the Administrative Agent shall apply the funds received from the Lenders Banks pursuant to clauses (ii) and (iii), first, on behalf of the Banks (pro rata according to the amount of the loans each is required to purchase to achieve the reallocation described in clause (iia)), first to purchase from each Existing Bank which has "Loans" under the Existing Agreement in excess of such Bank's Percentage of all then-outstanding Loans hereunder (including any Loans requested by the Company on the Effective Date), a portion of such loans equal to such excess, second, to pay to each Lender Existing Bank all interest, fees and other amounts (including amounts payable pursuant to Section 4.13 8.4 of the Existing Agreement, assuming for such purpose that the loans under the Existing Agreement were prepaid rather than reallocated on the Closing Effective Date) owed to such Lender Existing Bank under the Existing Agreement (whether or not otherwise then due) and, secondthird, as the Borrower Company shall ------ direct, and (ivv) the Borrower Company shall select new Interest Periods to apply to all Loans hereunder (or, to the extent the Borrower Company fails to do so, such Loans shall be Base Rate Loans).

Reallocation of Percentages and Revolving Loans. (a) The Borrower ----------------------------------------------- Company and each Lender Bank agree that, effective on the Closing Effective Date, (i) this Agreement shall amend and restate in its entirety the Existing Agreement and (ii) the Percentages of the Lenders Banks shall be reallocated in accordance with the terms hereof. (b) To facilitate the reallocation described in clause (a), on the ---------- Closing Effective Date, (i) all loans "Term A Loans" under the Existing Agreement shall be deemed to be Loans hereunderTerm A Loans, and all "Term B Loans" under the Existing Agreement shall be deemed to be Term B Loans, (ii) each Lender Bank which is a party to the Existing Agreement (an "Existing Bank") shall transfer to the Administrative Agent an amount equal to the excess, if any, of such LenderBank's Revolving Credit Percentage of all outstanding Revolving Credit Term A Loans and Term B Loans hereunder (including any Term A Loans and Term B Loans requested by the Company on the Effective Date) over the amount of all of such LenderBank's revolving credit loans "Term A Loans" and "Term B Loans", respectively, under the Existing Agreement, (iii) each Bank which is not a party to the Existing Agreement shall transfer to the Administrative Agent an amount equal to such Bank's Percentage of all outstanding Term A Loans and Term B Loans hereunder (including any Term A Loans and Term B Loans requested by the Company on the Effective Date), (iv) the Administrative Agent shall apply the funds received from the Lenders Banks pursuant to clauses (ii) and (iii), first, on behalf of the Banks (pro rata according to the amount of the loans each is required to purchase to achieve the reallocation described in clause (iia)), first to purchase from each Existing Bank which has "Term A Loans" or "Term B Loans" under the Existing Agreement in excess of such Bank's Percentage of all then- outstanding Term A Loans and Term B Loans, respectively, hereunder (including any Term A Loans and Term B Loans requested by the Company on the Effective Date), a portion of such loans equal to such excess, second, to pay to each Lender Existing Bank all interest, fees and other amounts (including amounts payable pursuant to Section 4.13 8.4 of the Existing Agreement, assuming for such purpose that the loans under the Existing Agreement were prepaid rather than reallocated on the Closing Effective Date) owed to such Lender Existing Bank under the Existing Agreement (whether or not otherwise then due) and, secondthird, as the Borrower Company shall ------ direct, and (ivv) the Borrower Company shall select new Interest Periods to apply to all Term A Loans and Term B Loans hereunder (or, to the extent the Borrower Company fails to do so, such Loans shall be Base Rate Loans).