Pro Rata Reallocations. On the Incremental Revolving Facility Closing Date, (i) each Revolving Lender existing immediately prior to the Incremental Revolving Facility Closing Date will automatically and without further act be deemed to have assigned to each Incremental Revolving Loan Lender, and each Incremental Revolving Loan Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Lender’s participations in outstanding Letters of Credit and Swingline Loans under the Credit Agreement such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Lenders’ (including each Incremental Revolving Loan Lender) (A) participations in Letters of Credit under the Credit Agreement and (B) participations in Swingline Loans under the Credit Agreement shall be held on a pro rata basis on the basis of their respective Revolving Credit Commitments (after giving effect to any increase in the Revolving Credit Commitment pursuant to this Agreement) and (ii) the existing Revolving Lenders shall assign Revolving Loans to certain other Revolving Lenders (including the Incremental Revolving Loan Lenders), and such other Revolving Lenders (including the Incremental Revolving Loan Lenders) shall purchase such Revolving Loans, in each case to the extent necessary so that all of the Revolving Lenders participate in each outstanding borrowing of Revolving Loans pro rata on the basis of their respective Revolving Credit Commitments (after giving effect to any increase in the Revolving Credit Commitment pursuant to this Agreement); it being understood and agreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the Credit Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
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Sources: Incremental Revolving Facility Agreement, Incremental Revolving Facility Agreement (KAR Auction Services, Inc.)
Pro Rata Reallocations. On the Incremental Revolving Facility Closing Effective Date, (i) each Revolving Lender existing immediately prior to the Incremental Revolving Facility Closing Effective Date will automatically and without further act be deemed to have assigned to each Incremental Revolving Loan Lender, and each Incremental Revolving Loan Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Lender’s participations in outstanding Letters of Credit and Swingline Loans under the Credit Agreement such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Lenders’ (including each Incremental Revolving Loan Lender)
) (A) participations in Letters of Credit under the Amended Credit Agreement and (B) participations in Swingline Loans under the Amended Credit Agreement shall be held on a pro rata basis on the basis of their respective Revolving Credit Commitments (after giving effect to any increase in the Revolving Credit Commitment pursuant to this Agreement) and (ii) the existing Revolving Lenders shall assign Revolving Loans to certain other Revolving Lenders (including the Incremental Revolving Loan Lenders), and such other Revolving Lenders (including the Incremental Revolving Loan Lenders) shall purchase such Revolving Loans, in each case to the extent necessary so that all of the Revolving Lenders participate in each outstanding borrowing of Revolving Loans pro rata on the basis of their respective Revolving Credit Commitments (after giving effect to any increase in the Revolving Credit Commitment pursuant to this Agreement); it being understood and agreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the Credit Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentencethis Section 8.
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