Common use of Reallocations Generally Clause in Contracts

Reallocations Generally. The Agent shall promptly inform the Lenders of the affected Borrower Groups of any notice of a Reallocation. If the conditions set forth in Section 2.1.7(e) and (f) are not satisfied on the applicable Reallocation Date (or, to the extent such conditions relate to an earlier date, such earlier date), the Agent shall notify the North American Loan Party Agent in writing that the requested Reallocation will not be effectuated; provided that the Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by the North American Loan Party Agent pursuant to Section 2.1.7(viii) in making its determination as to the satisfaction of certain conditions set forth in Section 2.1.7(e). On each Reallocation Date, the Agent shall notify the Lenders of the affected Borrower Groups and the North American Loan Party Agent, on or before 3:00 p.m. by facsimile, e-mail or other electronic means, of the occurrence of the Reallocation to be effected on such Reallocation Date, the amount of the Loans held by each such Lender as a result thereof and the amount of the affected Borrower Group Commitments of each such Lender as a result thereof. To the extent necessary where a Lender in one Borrower Group and its separate affiliate that is a Lender in another Borrower Group are participating in a Reallocation, the Reallocation among such Persons shall be deemed to have been consummated pursuant to an Assignment and Acceptance. The respective Pro Rata shares of the Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto), and the Agent and the affected Lenders shall make such adjustments as the Agent shall deem necessary so that the outstanding Loans and LC Obligations of each Lender equals its Pro Rata share thereafter giving effect to the Reallocation.

Reallocations Generally. The Agent shall promptly inform the Lenders of the affected Borrower Groups of any notice of request for a Reallocation. On the Reallocation Date, each Lender’s affected Borrower Group Commitments shall be increased or decreased on a pro rata basis based on the affected Borrower Group Commitments of the Lenders. If the conditions set forth in Section 2.1.7(e) and (f2.1.7(a) are not satisfied on the applicable Reallocation Date (or, to the extent such conditions relate to an earlier date, on such earlier date), the Agent shall notify the North American Loan Party Borrower Agent in writing that the requested Reallocation will not be effectuated; provided that the Agent shall in all cases be entitled to rely shall (without liability) on the certificate delivered by the North American Loan Party Agent pursuant to Section 2.1.7(viiia) in making its determination as to the satisfaction of certain the conditions set forth in Section 2.1.7(e). 2.1.7 (a) On each Reallocation Date, the Agent shall notify the Lenders of the affected Borrower Groups and the North American Loan Party Borrower Agent, on or before 3:00 p.m. (Eastern time) by facsimile, e-mail or other electronic means, of the occurrence of the Reallocation to be effected on such Reallocation Date, the amount of the Loans held by each such Lender as a result thereof and the amount of the affected Borrower Group Commitments of each such Lender as a result thereof. To the extent necessary where a Lender in one Borrower Group and its separate affiliate Affiliate or branch that is a Lender in another Borrower Group are participating in a Reallocation, the Reallocation among such Persons shall be deemed to have been consummated pursuant to an Assignment and AcceptanceAssignment. The respective Pro Rata shares of the Lenders shall thereafter, to the extent applicable, thereafter be determined based on such reallocated amounts (subject to any subsequent changes theretothereto in accordance with this Agreement), and the Agent and the affected Lenders shall make such adjustments as the Agent shall deem necessary so that the outstanding Loans and LC Obligations of each Lender equals its Pro Rata share thereafter thereof after giving effect to the Reallocation.