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Reallocation of Pro Rata Shares Sample Clauses

Reallocation of Pro Rata SharesNotwithstanding anything to the contrary herein, but subject to the following provisions of this paragraph, as of the First Amendment Effective Date all outstanding Loans shall be continued as Loans (in a principal amount equal to the aggregate principal amount of all outstanding Loans) hereunder, and shall be subject to the terms and provisions of this Agreement. On the First Amendment Effective Date, each Lender that will have a greater Pro Rata Share (as reflected in Schedule 2.1A annexed hereto) with respect to Loans upon the First Amendment Effective Date than its Pro Rata Share immediately prior to the First Amendment Effective Date (each a "PURCHASING LENDER"), without executing an Assignment Agreement, shall be deemed to have automatically purchased assignments, pro rata from each Lender (in proportion to the amounts to be purchased from such Lender by all Purchasing Lenders) that will have a smaller Pro Rata Share with respect to Loans on the First Amendment Effective Date than its Pro Rata Share immediately prior to the First Amendment Effective Date (each a "SELLING LENDER"), in all such Selling Lenders' rights and obligations under this Agreement and the other Loan Documents with respect to the Loans (collectively, except as set forth below, the "ASSIGNED RIGHTS AND OBLIGATIONS"), and each Selling Lender shall be deemed to have automatically assigned and sold such Loans in such amounts to such Purchasing Lenders, so that, after giving effect to all such assignments, each Lender shall hold its respective Pro Rata Share as set forth in Schedule 2.1A (as adjusted as required under the definition of Pro Rata Share) of the Loans. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the purchased Loans and without recourse, representation or warranty, except that each Selling Lender shall be deemed to represent and warrant to
Reallocation of Pro Rata SharesEffective on the Effective Date, all references in this Agreement to Schedule 1.01(a) shall, unless specified otherwise, refer to Schedule 1.01(a) attached to this Agreement and the Tranche 1 Percentage Interest or Tranche 2 Percentage Interest, as applicable, of the Banks shall be adjusted to equal the respective percentages set forth on Schedule 1.01(a) attached to this Agreement.
Reallocation of Pro Rata Shares. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.03, Swing Loans pursuant to Section 2.02(a)(ii) or Extraordinary Advances pursuant to Section 2.02(f), the Pro Rata Share of each non-Defaulting Lender shall be computed without giving effect to the Commitments of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit, Swing Loans and Extraordinary Advances shall not exceed the positive difference, if any, of (x) the Commitments of that non-Defaulting Lender minus (y) the aggregate Revolver Usage allocable to that Lender. If the reallocation described in this Section 2.17(a)(iv) cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under Law, (A) first, prepay Extraordinary Advances in an amount equal to the Extraordinary Advance Fronting Exposure, (B) second, prepay Swing Loans in an amount equal to the Swing Lender’s Fronting Exposure and (C) third, Cash Collateralize the L/C Issuers’ Fronting Exposure. Subject to Section 10.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.
Reallocation of Pro Rata Shares. (a) Notwithstanding the provisions of the first sentence of Section 2.01(d) of the Primary Agreement, after giving effect to the increase in the Purchase Limit as described in Section 1 above, the Pro Rata Shares of the Purchasers under the Primary Agreement shall be reallocated as follows:
Reallocation of Pro Rata Shares. On the Second Amended and Restated Closing Date, each Lender that will have a greater Pro Rata Share upon the Second Amended and Restated Closing Date than its Pro Rata Share (under and as defined in the Existing Credit Agreement) immediately prior to the Second Amended and Restated Closing Date (including any Lender not party to the Existing Credit Agreement immediately prior to the Second Amended and Restated Closing Date) (each a "PURCHASING LENDER"), without executing an Assignment Agreement, shall be deemed to have automatically purchased assignments pro rata from each Lender that will have a smaller Pro Rata Share upon the Second Amended and Restated Closing Date (a "
Reallocation of Pro Rata Shares. By their execution of ------------------------------- this Agreement, each of the Lenders agrees that effective on the Amendment Effective Date, the Pro Rata Shares of the Original Credit Agreement Banks are adjusted to equal the respective percentages set forth on Schedule 2.1. On the ------------ Amendment Effective Date, the Borrower shall terminate the Interest Periods applicable to the Original Loans and shall repay the Original Loans in full (including interest thereon) with the proceeds of the initial Loans made under this Agreement. In the event any Original Credit Agreement Bank has been issued a Note, such Original Credit Agreement Bank shall, on or before the Amendment Effective Date, deliver such Note to the Administrative Agent and the Borrower shall issue and deliver to the Administrative Agent, for the account of each such Lender, a new Note in the principal amount of the respective Commitment of such Lender set forth in Schedule 2.1. Upon receipt of such new Note(s) the ------------ Administrative Agent shall deliver the Note(s) issued by the Borrower in connection with the Original Credit Agreement to the Borrower for cancellation. The termination of the Interest Periods and repayment of the Original Loans shall not be subject to Section 3.4, provided such occurs on December 12, 1996. ----------- Lenders which are not Original Credit Agreement Banks shall have no right to any payment of principal or interest on the Original Loans.
Reallocation of Pro Rata Shares. Notwithstanding the provisions of the first sentence of Section 2.01(d) of the Agreement, the Pro Rata Shares of the Purchasers under the Agreement shall be reallocated, effective as of April 10, 1991, as follows: ASCC .............................32.5% CAFCO .............................2.5% Falcon ...........................32.5% Matterhorn .......................32.5% Each Purchaser expressly consents to the reallocation set forth above and waives compliance with all of the provisions of the first sentence of Section 2.01(d) of the Agreement in connection with such reallocation, including, without limitation, the advance written notice requirement, the prohibition on reallocations prior to the first anniversary date, and the inclusion of this reallocation for purposes of the restriction on the number of reallocations within any 12-month period. The parties further agree that any noncompliance with the provisions of the Agreement by virtue of the reallocation set forth above shall be deemed not to constitute a breach or default by the Seller under the Agreement, and that such reallocation shall be deemed to be permissible and effective in all respects and for all purposes under the Agreement.

Related to Reallocation of Pro Rata Shares

  • Reallocation of Pro Rata Share; Amendments For purposes of determining Lenders’ obligations to fund or participate in Loans or Letters of Credit, Agent may exclude the Commitments and Loans of any Defaulting Lender(s) from the calculation of Pro Rata shares. A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in Section 14.1.1(c).

  • Reallocation of Pro Rata Share to Reduce Fronting Exposure During any period in which any Revolving Credit Lender is a Defaulting Lender, for purposes of computing the amount of the obligation of each Revolving Credit Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.03, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Loans of that Non-Defaulting Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. If the allocation described in this clause (iv) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures satisfactory to such L/C Issuer (in its sole discretion).

  • Availability of Lender's Pro Rata Share Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date. If such Pro Rata Share is not, in fact, paid to Agent by such Revolving Lender when due, Agent will be entitled to recover such amount on demand from such Revolving Lender without setoff, counterclaim or deduction of any kind. If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers shall immediately repay such amount to Agent. Nothing in this Section 9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Revolving Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. To the extent that Agent advances funds to any Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Revolving Lender.

  • Pro Rata Shares All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

  • Reallocation of Applicable Percentages to Reduce Fronting Exposure During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender.

  • Reallocation of Participations to Reduce Fronting Exposure All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

  • Pro Rata Shares Availability of Funds (a) All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's obligation to make a Loan requested hereunder. (b) Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Type of Loans. Nothing in this Section 2.2(b) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

  • Allocation of Loan Amounts The Loan shall be withdrawn in a single tranche. The allocation of the amounts of the Loan to this end is set out in the table below: Allocations Amount of the Loan Allocated (expressed in Dollars) Single Tranche 100,000,000 TOTAL AMOUNT 100,000,000

  • Notification of Advances, Interest Rates, Prepayments and Commitment Reductions Promptly after receipt thereof, the Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Agent will notify each Lender of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.

  • Commitments and Applicable Percentages 5.01 Loan Parties Organizational Information 5.08(b)(1) Owned Real Estate 5.08(b)(2) Leased Real Estate 5.10 Insurance 5.13 Subsidiaries; Other Equity Investments