Common use of Reallocation of Pro Rata Shares Clause in Contracts

Reallocation of Pro Rata Shares. (a) On the Amendment Effective Date, to the extent the Advances then outstanding and owed to any Lender immediately prior to the effectiveness of this Amendment with respect to any Tranche shall be less than such Lender’s Applicable Pro Rata Share (calculated immediately following the effectiveness of this Amendment) of all Advances then outstanding of all Lenders within such Tranche (each such Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding of each Lender with respect to such Tranche that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding of each Lender with respect to such Tranche shall equal such Lender’s Applicable Pro Rata Share (calculated immediately following the effectiveness of this Amendment) of all Advances then outstanding within such Tranche, which amounts shall be consistent with the amounts set forth on Schedule I to the Amended Term Loan Agreement attached hereto as Annex B. The assignments deemed made pursuant to this Section 2(a) shall not be subject to the Processing Fee set forth in Section 9.07(a) of the Existing Term Loan Agreement and shall be deemed to be at par for a purchase price equal to the principal amount of the outstanding Advances held by the Selling Lender as of the date hereof. Notwithstanding anything to the contrary herein, the Administrative Agent shall have the right to account for the reallocation of Advances set forth in this Section in its records as if there had been a prepayment of all amounts outstanding under the Existing Term Loan Agreement and a corresponding refunding of such Advances, provided that the Borrowers shall not be obligated to actually make a prepayment of any outstanding Advances in connection therewith.

Reallocation of Pro Rata Shares. (a) On the Amendment Effective Date, each New Lender and each Existing Lender that will have a greater Pro Rata Share of the Existing Loans upon the Effective Date, after giving effect to this Agreement, than its Pro Rata Share (under and as defined in the extent Existing Credit Agreement) of the Advances then outstanding and owed to any Lender Existing Loans immediately prior to the effectiveness of this Amendment with respect to any Tranche shall be less than such Lender’s Applicable Pro Rata Share (calculated immediately following the effectiveness of this Amendment) of all Advances then outstanding of all Lenders within such Tranche Effective Date (each such Lender, a “"Purchasing Lender”"), then such Purchasing Lender, without executing an Assignment and AcceptanceAgreement, shall be deemed to have automatically purchased an assignment of a assignments pro rata portion from each Lender that will have a smaller Pro Rata Share of the Advances then outstanding of each Lender with respect to such Tranche that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following Existing Loans upon the effectiveness of all such assignments the Advances outstanding of each Lender with respect to such Tranche shall equal such Lender’s Applicable Effective Date than its Pro Rata Share (calculated immediately following under and as defined in the effectiveness of this Amendment) of all Advances then outstanding within such Tranche, which amounts shall be consistent with the amounts set forth on Schedule I to the Amended Term Loan Agreement attached hereto as Annex B. The assignments deemed made pursuant to this Section 2(a) shall not be subject to the Processing Fee set forth in Section 9.07(aExisting Credit Agreement) of the Existing Loans immediately prior to the Effective Date (each a "Selling Lender") in all such Selling Lender's rights and obligations under this Agreement and the other Loan Documents, including with respect to the Revolving Loan Commitments, the commitments of Lenders to purchase participations in the Letters of Credit and Existing Revolving Loans, and with respect to the Term Loan Agreement Commitments, the unfunded Term Loan Commitments and the Existing Term Loans, (collectively, except as set forth below, the "Assigned Rights and Obligations"), so that after giving effect to such assignments, each Lender shall be deemed to have its respective Pro Rata Share as set forth in Schedule 2.1 of the Assigned Rights and Obligations. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the outstanding Advances held by the such Existing Loan and without recourse, representation or warranty, except that, each Selling Lender as shall be deemed to represent and warrant to each Purchasing Lender that the Assigned Rights and Obligations of the date hereofsuch Selling Lender are legally and beneficially owned by such Lender and are not subject to any Liens created by that Selling Lender. Notwithstanding anything to the contrary herein, the Administrative Agent shall have calculate the right net amount to account for be paid or received by each Lender in connection with the reallocation assignments effected hereunder on the Effective Date. Each Purchasing Lender required to make a payment shall make the net amount of Advances its required payment available to Administrative Agent, in same day funds, at the Funding and Payment Office not later than 12:00 Noon (New York time) on the Effective Date. Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Selling Lenders entitled to receive payments, pro rata in proportion to the amount each such Selling Lender is entitled to receive at the primary address set forth below such Selling Lender's name on the signature pages hereof or at such other address as such Selling Lender may request in this Section in its records as if there had been a prepayment of all amounts outstanding under the Existing Term Loan Agreement and a corresponding refunding of such Advances, provided that the Borrowers shall not be obligated writing to actually make a prepayment of any outstanding Advances in connection therewithAdministrative Agent.

Reallocation of Pro Rata Shares. (a) On the Amendment Effective Date, to each Lender that will have a greater Pro Rata Share of the extent Revolving Loan Commitments on the Advances then outstanding Effective Date than its Pro Rata Share of the Revolving Loan Commitments (under and owed to any Lender as defined in the Existing Credit Agreement) immediately prior to the effectiveness of this Amendment with respect Effective Date (including any Lender not party to any Tranche shall be less than such Lender’s Applicable Pro Rata Share (calculated the Existing Credit Agreement immediately following prior to the effectiveness of this AmendmentEffective Date) of all Advances then outstanding of all Lenders within such Tranche (each such Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and AcceptanceAgreement, shall be deemed to have automatically purchased an assignment of a assignments pro rata portion of the Advances then outstanding of from each Lender with respect to such Tranche that is not will have a Purchasing Lender smaller Pro Rata Share upon the Effective Date (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments Selling Lenders’ rights and obligations under this Agreement and the Advances outstanding of each Lender other Loan Documents, with respect to Revolving Loan Commitments and Revolving Loans (collectively, except as set forth below, the “Assigned Rights and Obligations”) so that, after giving effect to such Tranche assignments, each Lender hereunder shall equal such Lender’s Applicable have its respective Pro Rata Share (calculated immediately following the effectiveness of this Amendment) of all Advances then outstanding within such Tranche, which amounts shall be consistent with the amounts set forth on Schedule I to the Amended Term Loan Agreement attached hereto as Annex B. The assignments deemed made pursuant to this Section 2(a) shall not be subject to the Processing Fee set forth in Section 9.07(a) Schedule 2.1 of the Existing Term Loan Agreement Assigned Rights and Obligations. Each such purchase hereunder shall be deemed to be at par for a purchase price equal to the principal amount of the outstanding Advances held by the Loans and without recourse, representation or warranty, except that, each Selling Lender as of shall be deemed to represent and warrant to each Purchasing Lender that the date hereof. Notwithstanding anything to the contrary herein, the Administrative Agent shall have the right to account for the reallocation of Advances set forth in this Section in its records as if there had been a prepayment of all amounts outstanding under the Existing Term Loan Agreement Assigned Rights and a corresponding refunding Obligations of such Advances, provided Selling Lender are not subject to any Liens created by that the Borrowers shall not be obligated to actually make a prepayment of any outstanding Advances in connection therewithSelling Lender.

Reallocation of Pro Rata Shares. (a) On the Amendment Effective Date, to each Lender that will have a greater Pro Rata Share of the extent Revolving Loan Commitments on the Advances then outstanding Effective Date than its Pro Rata Share of the Revolving Loan Commitments on (under and owed to any Lender as defined in the Existing Credit Agreement) immediately prior to the effectiveness of this Amendment with respect Effective Date (including any Lender not party to any Tranche shall be less than such Lender’s Applicable Pro Rata Share (calculated the Existing Credit Agreement immediately following prior to the effectiveness of this AmendmentEffective Date) of all Advances then outstanding of all Lenders within such Tranche (each such Lender, a “"Purchasing Lender”"), then such Purchasing Lender, without executing an Assignment and AcceptanceAgreement, shall be deemed to have automatically purchased an assignment of a assignments pro rata portion of the Advances then outstanding of from each Lender that will have a smaller Pro Rata Share upon the Effective Date (a "Selling Lender") in all such Selling Lenders' rights and obligations under this Agreement and the other Loan Documents, with respect to Revolving Loan Commitments and Existing Revolving Loans (collectively, except as set forth below, the "Assigned Rights and Obligations") so that, after giving effect to such Tranche that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding of assignments, each Lender with respect to such Tranche shall equal such Lender’s Applicable have its respective Pro Rata Share (calculated immediately following the effectiveness of this Amendment) of all Advances then outstanding within such Tranche, which amounts shall be consistent with the amounts set forth on Schedule I to the Amended Term Loan Agreement attached hereto as Annex B. The assignments deemed made pursuant to this Section 2(a) shall not be subject to the Processing Fee set forth in Section 9.07(a) Schedule 2.1 of the Existing Term Loan Agreement ------------ Assigned Rights and Obligations. Each such purchase hereunder shall be deemed to be at par for a purchase price equal to the principal amount of the outstanding Advances held by the Loans and without recourse, representation or warranty, except that, each Selling Lender as shall be deemed to represent and warrant to each Purchasing Lender that the Assigned Rights and Obligations of the date hereofsuch Selling Lender are not subject to any Liens created by that Selling Lender. Notwithstanding anything to the contrary herein, the Administrative Agent shall have calculate the right net amount to account for be paid or received by each Lender in connection with the reallocation assignments effected hereunder on the Effective Date. Each Purchasing Lender required to make a payment shall make the net amount of Advances its required payment available to Administrative Agent, in same day funds, at the Funding and Payment Office not later than 12:00 p.m. (New York time) on the Effective Date. Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Selling Lenders entitled to receive payments, pro rata in proportion to the amount each Selling Lender is entitled to receive at the primary address set forth below such Selling Lender's name on the signature pages hereof or at such other address as such Selling Lender may request in this Section in its records as if there had been a prepayment of all amounts outstanding under the Existing Term Loan Agreement and a corresponding refunding of such Advances, provided that the Borrowers shall not be obligated writing to actually make a prepayment of any outstanding Advances in connection therewithAdministrative Agent.

Reallocation of Pro Rata Shares. Notwithstanding 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 (ain 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 extent the Advances then outstanding and owed to any Lender First Amendment Effective Date than its Pro Rata Share immediately prior to the effectiveness of this First Amendment with respect to any Tranche shall be less than such Lender’s Applicable Pro Rata Share (calculated immediately following the effectiveness of this Amendment) of all Advances then outstanding of all Lenders within such Tranche Effective Date (each such Lender, a “Purchasing Lender”"PURCHASING LENDER"), then such Purchasing Lender, without executing an Assignment and AcceptanceAgreement, shall be deemed to have automatically purchased an assignment of a assignments, pro rata portion of the Advances then outstanding of 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 such Tranche that is not Loans on the First Amendment Effective Date than its Pro Rata Share immediately prior to the First Amendment Effective Date (each a Purchasing Lender (a “Selling Lender”) "SELLING LENDER"), in an amount sufficient such that following the effectiveness of all such assignments Selling Lenders' rights and obligations under this Agreement and the Advances outstanding of each Lender other Loan Documents with respect to such Tranche shall equal such Lender’s Applicable Pro Rata Share the Loans (calculated immediately following the effectiveness of this Amendment) of all Advances then outstanding within such Tranchecollectively, which amounts shall be consistent with the amounts except as set forth on Schedule I to below, the Amended Term Loan Agreement attached hereto as Annex B. The assignments deemed made pursuant to this Section 2(a) shall not be subject to the Processing Fee set forth in Section 9.07(a) of the Existing Term Loan Agreement "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 outstanding Advances held by the purchased Loans and without recourse, representation or warranty, except that each Selling Lender as of the date hereof. Notwithstanding anything shall be deemed to the contrary herein, the Administrative Agent shall have the right to account for the reallocation of Advances set forth in this Section in its records as if there had been a prepayment of all amounts outstanding under the Existing Term Loan Agreement represent and a corresponding refunding of such Advances, provided that the Borrowers shall not be obligated to actually make a prepayment of any outstanding Advances in connection therewith.warrant to

Reallocation of Pro Rata Shares. (a) On the Amendment Effective Closing Date, to each Lender that will have a greater Pro Rata Share upon the extent Closing Date than its Pro Rata Share (under and as defined in the Advances then outstanding and owed to any Lender Existing Credit Agreement) immediately prior to the effectiveness of this Amendment with respect Closing Date (including any Lender not party to any Tranche shall be less than such Lender’s Applicable Pro Rata Share (calculated the Existing Credit Agreement immediately following prior to the effectiveness of this AmendmentClosing Date) of all Advances then outstanding of all Lenders within such Tranche (each such Lender, a “``Purchasing Lender”''), then such Purchasing Lender, without executing an Assignment and AcceptanceAgreement, shall be deemed to have automatically purchased an assignment of a assignments pro rata portion of the Advances then outstanding of from each Departing Lender and each Lender that will have a smaller Pro Rata Share upon the Closing Date (each a ``Selling Lender'') in all such Selling Lenders' rights and obligations under this Agreement and the other Loan Documents, including with respect to Revolving Loan Commitments, the commitments of Lenders to purchase participations in the Letters of Credit and outstanding Revolving Loans (collectively, except as set forth below, the ``Assigned Rights and Obligations'') so that, after giving effect to such Tranche that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding of assignments, each Lender with respect to such Tranche shall equal such Lender’s Applicable have its respective Pro Rata Share (calculated immediately following the effectiveness of this Amendment) of all Advances then outstanding within such Tranche, which amounts shall be consistent with the amounts set forth on Schedule I to the Amended Term Loan Agreement attached hereto as Annex B. The assignments deemed made pursuant to this Section 2(a) shall not be subject to the Processing Fee set forth in Section 9.07(aSchedule 2.1 (as adjusted as required under the definition of Pro Rata Share) of the Existing Term Loan Agreement Assigned Rights and Obligations. Each such purchase hereunder shall be deemed to be at par for a purchase price equal to the principal amount of the outstanding Advances held by the Loans and without recourse, representation or warranty, except that, each Selling Lender as shall be deemed to represent and warrant to each Purchasing Lender that the Assigned Rights and Obligations of the date hereofsuch Selling Lender are not subject to any Liens created by that Selling Lender. Notwithstanding anything to the contrary herein, the Administrative Agent shall have calculate the right net amount to account for be paid or received by each Lender in connection with the reallocation assignments effected hereunder on the Closing Date. Each Purchasing Lender required to make a payment shall make the net amount of Advances its required payment available to Administrative Agent, in same day funds, at the office of Administrative Agent located at One Bankers Trust Plaza, New York, New York, not later than 12:00 p.m. (New York time) on the Closing Date. Administrative Agent shall distribute on the Closing Date the proceeds of such amounts to the Selling Lenders entitled to receive payments, pro rata in proportion to the amount each Selling Lender is entitled to receive at the primary address set forth below such Selling Lender's name on the signature pages hereof or at such other address as such Selling Lender may request in this Section in its records as if there had been a prepayment of all amounts outstanding under the Existing Term Loan Agreement and a corresponding refunding of such Advances, provided that the Borrowers shall not be obligated writing to actually make a prepayment of any outstanding Advances in connection therewithAdministrative Agent.

Reallocation of Pro Rata Shares. (a) On the Amendment Effective Closing Date, to each Lender that will have a greater Pro Rata Share upon the extent Closing Date than its Pro Rata Share (under and as defined in the Advances then outstanding and owed to any Lender Existing Credit Agreement) immediately prior to the effectiveness of this Amendment with respect Closing Date (including any Lender not party to any Tranche shall be less than such Lender’s Applicable Pro Rata Share (calculated the Existing Credit Agreement immediately following prior to the effectiveness of this AmendmentClosing Date) of all Advances then outstanding of all Lenders within such Tranche (each such Lender, a “Purchasing Lender”``PURCHASING LENDER''), then such Purchasing Lender, without executing an Assignment and AcceptanceAgreement, shall be deemed to have automatically purchased an assignment of a assignments pro rata portion of the Advances then outstanding of from each Departing Lender and each Lender that will have a smaller Pro Rata Share upon the Closing Date (each a ``SELLING LENDER'') in all such Selling Lenders' rights and obligations under this Agreement and the other Loan Documents, including with respect to Revolving Loan Commitments, the commitments of Lenders to purchase participations in the Letters of Credit and outstanding Revolving Loans (collectively, except as set forth below, the ``ASSIGNED RIGHTS AND OBLIGATIONS'') so that, after giving effect to such Tranche that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding of assignments, each Lender with respect to such Tranche shall equal such Lender’s Applicable have its respective Pro Rata Share (calculated immediately following the effectiveness of this Amendment) of all Advances then outstanding within such Tranche, which amounts shall be consistent with the amounts set forth on Schedule I to the Amended Term Loan Agreement attached hereto as Annex B. The assignments deemed made pursuant to this Section 2(a) shall not be subject to the Processing Fee set forth in Section 9.07(aSchedule 2.1 (as adjusted as required under the definition of ------------ Pro Rata Share) of the Existing Term Loan Agreement Assigned Rights and Obligations. Each such purchase hereunder shall be deemed to be at par for a purchase price equal to the principal amount of Loans and without recourse, representation or warranty, except that, each Selling Lender shall be deemed to represent and warrant to each Purchasing Lender that the outstanding Advances held Assigned Rights and Obligations of such Selling Lender are not subject to any Liens created by that Selling Lender. 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 Purchasing Lender required to make a payment shall make the net amount of its required payment available to Agent, in same day funds, at the office of Agent located at One Xxxxxxx Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, not later than 12:00 p.m. (New York time) on the Closing Date. Agent shall distribute on the Closing Date the proceeds of such amounts to the Selling Lender as of the date hereof. Notwithstanding anything Lenders entitled to receive payments, pro rata in proportion to the contrary herein, amount each Selling Lender is entitled to receive at the Administrative Agent shall have the right to account for the reallocation of Advances primary address set forth below such Selling Lender's name on the signature pages hereof or at such other address as such Selling Lender may request in this Section in its records as if there had been a prepayment of all amounts outstanding under the Existing Term Loan Agreement and a corresponding refunding of such Advances, provided that the Borrowers shall not be obligated writing to actually make a prepayment of any outstanding Advances in connection therewithAgent.

Reallocation of Pro Rata Shares. (a) On the Amendment Effective Date, to each Lender that will have a greater Pro Rata Share of the extent Revolving Loan Commitments on the Advances then outstanding Effective Date than its Pro Rata Share of the Revolving Loan Commitments on (under and owed to any Lender as defined in the Existing Credit Agreement) immediately prior to the effectiveness of this Amendment with respect Effective Date (including any Lender not party to any Tranche shall be less than such Lender’s Applicable Pro Rata Share (calculated the Existing Credit Agreement immediately following prior to the effectiveness of this AmendmentEffective Date) of all Advances then outstanding of all Lenders within such Tranche (each such Lender, a “"Purchasing Lender”"), then such Purchasing Lender, without executing an Assignment and AcceptanceAgreement, shall be deemed to have automatically purchased an assignment of a assignments pro rata portion of the Advances then outstanding of from each Lender that will have a smaller Pro Rata Share upon the Effective Date (a "Selling Lender") in all such Selling Lenders' rights and obligations under this Agreement and the other Loan Documents, with respect to Revolving Loan Commitments and Existing Revolving Loans (collectively, except as set forth below, the "Assigned Rights and Obligations") so that, after giving effect to such Tranche that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding of assignments, each Lender with respect to such Tranche shall equal such Lender’s Applicable have its respective Pro Rata Share (calculated immediately following the effectiveness of this Amendment) of all Advances then outstanding within such Tranche, which amounts shall be consistent with the amounts set forth on Schedule I to the Amended Term Loan Agreement attached hereto as Annex B. The assignments deemed made pursuant to this Section 2(a) shall not be subject to the Processing Fee set forth in Section 9.07(a) Schedule 2.1 of the Existing Term Loan Agreement ------------ Assigned Rights and Obligations. Each such purchase hereunder shall be deemed to be at par for a purchase price equal to the principal amount of the outstanding Advances held by the Loans and without recourse, representation or warranty, except that, each Selling Lender as shall be deemed to represent and warrant to each Purchasing Lender that the Assigned Rights and Obligations of the date hereofsuch Selling Lender are not subject to any Liens created by that Selling Lender. Notwithstanding anything to the contrary herein, the Administrative Agent shall have calculate the right net amount to account for be paid or received by each Lender in connection with the reallocation assignments effected hereunder on the Effective Date. Each Purchasing Lender required to make a payment shall make the net amount of Advances its required payment available to Administrative Agent, in same day funds, at the Funding and Payment Office not later than 12:00 p.m. (New York time) on the Effective Date. Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Selling Lenders entitled to receive payments, pro rata in proportion to the amount each Selling Lender is entitled to receive at the primary address set forth below such Selling Lender's name on the signature pages hereof or at such other address as such Selling Lender may request in this Section in its records as if there had been a prepayment of all amounts outstanding under writing to Administrative Agent. U. 1999 Acquisitions. The acquisitions pursuant to the Existing Term Loan Xxxx Acquisition Agreement and a corresponding refunding the Husky Acquisition Agreement shall have closed and all conditions pursuant to the Carlisle Acquisition Agreement shall have been satisfied or the fulfillment of any such Advances, provided that conditions shall have been waived with the Borrowers consent of Agents (such consent not to be unreasonably withheld) and the Carlisle Acquisition shall have become effective in accordance with the terms thereof and the aggregate cash consideration paid to the sellers in connection therewith shall not be obligated to actually make a prepayment of any outstanding Advances in connection therewithexceed $167,000,000.