Common use of Recalculation Clause in Contracts

Recalculation. (a) As soon as reasonably practicable after each Recalculation Date, (i) for so long as any of the Senior Debt Obligations remain outstanding under any of the Unsecured Refinancing Loan Facility, the Springdale Tranche C Facility or any Amended B Note, (A) the outstanding principal amount of the Advances owed to each Refinancing Lender under the Unsecured Refinancing Loan Facility, the outstanding principal amount of the Advances owed to each Springdale Lender under the Springdale Tranche C Facility and the outstanding principal amount owed to any Consenting Amended Note Noteholder under any Amended B Note at such time shall, in accordance with clause (b) below, be reduced by an amount equal to each such Refinancing Lender's, Springdale Lender's or Consenting Amended Note Noteholder's Unsecured Pro Rata Share of the Available Basket Amount for such Recalculation Date (such amount being each such Initial Lender's or Consenting Amended Note Noteholder's (as the case may be) "Reduced Unsecured Principal Amount") and (B) the outstanding principal amount of (I) the Advances owed to each Refinancing Lender under the Secured Refinancing Loan Facility, (II) the Advances owed to each Springdale Lender under the Springdale Tranche A Facility and (III) the Amended A Notes held by any Consenting Amended Note Noteholder shall, in accordance with clause (b) below, be increased by an amount equal to each such Initial Lender's or Consenting Amended Note Noteholder's Reduced Unsecured Principal Amount for such Recalculation Date and (ii) at such time as no Senior Debt Obligations remain outstanding under any of the Unsecured Refinancing Loan Facility, the Springdale Tranche C Facility or any Amended B Note, if any Springdale Tranche B Advances remain outstanding, (A) the outstanding principal amount of the Springdale Tranche B Advances owed to each Springdale Lender shall, in accordance with clause (b) below, be reduced by an amount equal to each such Springdale Lender's ratable share of the Available Basket Amount for such Recalculation Date (such amount being each such Springdale Lender's "Reduced Springdale Undersecured Principal Amount") and (B) the outstanding principal amount of the Advances owed to each such Springdale Lender under the Springdale Tranche A Facility shall, in accordance with clause (b) below, be increased by an amount equal to such Springdale Lender's Reduced Springdale Undersecured Principal Amount for such Recalculation Date. (b) The increase in the outstanding principal amount of the Advances under the Secured Refinancing Loan Facility or the Springdale Tranche A Facility or the outstanding principal amount under any Amended A Note and the reduction in the outstanding principal amount of the Advances outstanding under the Unsecured Refinancing Loan Facility, the Springdale Tranche B Facility, the Springdale Tranche C Facility, or the Amended B Notes (as the case may be), pursuant to clause (a) above with respect to any Reduced Unsecured Principal Amount or Reduced Springdale Undersecured Principal Amount, as the case may be, shall automatically and permanently occur upon the creation and perfection by the Grantors of all Liens in favor of the Collateral Agent (for the benefit of the relevant Secured Parties) which may be necessary in order to fully secure such increased principal amount of the Advances outstanding under the Secured Refinancing Loan Facility or the Springdale Tranche A Facility or the outstanding principal amount under the Amended A Notes (as the case may be) (and all interest, fees and other amounts relating thereto) with the properties, assets, rights or interests of the Grantors, and each Grantor hereby agrees that it shall as soon as reasonably practicable and, in any event promptly after a request by the Intercreditor Agent or any Representative Agent, take all action necessary to create and perfect such Lien in accordance with Section 5.04 and the Real Property Requirements; provided that notwithstanding anything to the contrary contained in this Agreement, none of the Grantors, individually or collectively, shall be obligated to create or perfect a Lien to secure aggregate Debt in excess of the total amount of the Bond Lien Basket Debt at any time. (c) After giving effect to any recalculation pursuant to clause (a) of the outstanding principal amount of the Advances outstanding under the Secured Refinancing Loan Facility or the Springdale Tranche A Facility or the outstanding principal amount under the Amended A Notes (as the case may be), and upon the creation and perfection of all Liens relating thereto pursuant to clause (b), all such amounts shall constitute Secured Obligations for purposes of this Agreement and the other Collateral Documents. (d) On the day that is 10 days prior to each day that is a Recalculation Date as a result of clause (b) of the definition thereof, and promptly after each day that is a Recalculation Date as a result of clause (a) or (c) of the definition thereof, the Intercreditor Agent shall send written notice to each Representative Agent that a Recalculation Date will occur or has occurred, as the case may be, and specify such Recalculation Date. (e) Promptly after receiving such notice, (i) the Refinancing Lender Agent shall send written notice to the Intercreditor Agent specifying the aggregate outstanding principal amount of the Advances owed to the Refinancing Lenders under the Unsecured Refinancing Loan Facility, (ii) the Springdale Lender Agent shall send written notice to the Intercreditor Agent specifying the aggregate outstanding principal amount of the Advances owed to the Springdale Lenders under the Springdale Tranche B Facility and the Springdale Tranche C Facility and (iii) the Indenture Trustee shall send written notice to the Intercreditor Agent specifying the aggregate outstanding principal amount of the Amended B Notes, in each case as such amounts were in effect prior to any recalculation made or to be made on the relevant Recalculation Date. (f) Promptly after it has received the notices contemplated in clause (e) from the Representative Agents, the Intercreditor Agent shall give written notice to each Representative Agent, which notice shall specify: (i) the Recalculation Date to which such notice relates, (ii) the amount, if any, of increase in the outstanding principal amount of the Advances outstanding under the Secured Refinancing Loan Facility and the Springdale Tranche A Facility and the outstanding principal amount of the Amended A Notes and the corresponding decrease in the outstanding principal amount of the Advances outstanding under the Unsecured Refinancing Loan Facility, the Springdale Tranche B Facility and the Springdale Tranche C Facility and the outstanding principal amount of the Amended B Notes, (iii) the date of effectiveness of such increase and corresponding decrease, (iv) the Available Basket Amount for the relevant Recalculation Date, (v) the aggregate amount of the Reduced Unsecured Principal Amounts for the relevant Recalculation Date, (vi) the aggregate amount of the Reduced Springdale Undersecured Principal Amounts for the relevant Recalculation Date, and (vii) the aggregate principal amount of Advances outstanding under the Unsecured Refinancing Loan Facility, the Springdale Tranche B Facility and the Springdale Tranche C Facility and the outstanding principal amount of the Amended B Notes, in each case on the relevant Recalculation Date (after giving effect to any recalculation of such amounts on such date).

Recalculation. On the Original Closing Date and on the first day of each calendar quarter, commencing with the calendar quarter beginning October 1, 1995, at such other times as may be requested by the Majority Lenders or the Metra Agent, and at such other time or times as Agent may deem appropriate for the purposes of determining distributions, voting, or any other act under this Agreement to which each Existing Lender's Pro Rata Share may be relevant, the Agent shall recalculate (a "Recalculation") each Existing Lender's Existing Contingent Indebtedness, Existing Loans and Metra Obligations on the basis of Reallocation Certificates most recently submitted pursuant to SECTION 2.13 to determine the amount of each such Existing Lender's Exposure as of each such date (the "Periodic Exposure"). For purposes of voting and of making distributions pursuant to SECTION 2.11, the Agent shall use the Pro Rata Shares and Pro Rata Shares of Deferred Interest determined as of the Original Closing Date until the next Recalculation, and thereafter the Agent shall use the Pro Rata Shares and Pro Rata Shares of Deferred Interest determined as of the most recent Recalculation. In the event that any such Reallocation Certificate states that any Reductions in Liabilities have occurred then the Agent shall: (a) As soon as reasonably practicable after recalculate each Recalculation Date, (i) for so long as any of the Senior Debt Obligations remain outstanding under any of the Unsecured Refinancing Loan Facility, the Springdale Tranche C Facility or any Amended B Note, (A) the outstanding principal amount of the Advances owed to each Refinancing Lender under the Unsecured Refinancing Loan Facility, the outstanding principal amount of the Advances owed to each Springdale Lender under the Springdale Tranche C Facility and the outstanding principal amount owed to any Consenting Amended Note Noteholder under any Amended B Note at such time shall, in accordance with clause (b) below, be reduced by an amount equal to each such Refinancing Lender's, Springdale Existing Lender's or Consenting Amended Note Noteholder's Unsecured Pro Rata Share of the Available Basket Amount for such Recalculation Date (such amount being each such Initial Lender's or Consenting Amended Note Noteholder's (as the case may be) "Reduced Unsecured Principal Amount") and (B) the outstanding principal amount of (I) the Advances owed to each Refinancing Lender under the Secured Refinancing Loan Facility, (II) the Advances owed to each Springdale Lender under the Springdale Tranche A Facility and (III) the Amended A Notes held by any Consenting Amended Note Noteholder shall, in accordance with clause (b) below, be increased by an amount equal to each such Initial Lender's or Consenting Amended Note Noteholder's Reduced Unsecured Principal Amount for such Recalculation Date and (ii) at such time as no Senior Debt Obligations remain outstanding under any of the Unsecured Refinancing Loan Facility, the Springdale Tranche C Facility or any Amended B Note, if any Springdale Tranche B Advances remain outstanding, (A) the outstanding principal amount of the Springdale Tranche B Advances owed to each Springdale Lender shall, in accordance with clause (b) below, be reduced by an amount equal to each such Springdale Lender's ratable share of the Available Basket Amount for such Recalculation Date (such amount being each such Springdale Lender's "Reduced Springdale Undersecured Principal Amount") and (B) the outstanding principal amount of the Advances owed to each such Springdale Lender under the Springdale Tranche A Facility shall, in accordance with clause (b) below, be increased by an amount equal to such Springdale Lender's Reduced Springdale Undersecured Principal Amount for such Recalculation Date.Share; (b) The increase in the outstanding principal amount of the Advances under the Secured Refinancing Loan Facility or the Springdale Tranche A Facility or the outstanding principal amount under any Amended A Note and the reduction in the outstanding principal amount of the Advances outstanding under the Unsecured Refinancing Loan Facility, the Springdale Tranche B Facility, the Springdale Tranche C Facility, or the Amended B Notes (as the case may be), pursuant to clause (a) above with respect to any Reduced Unsecured Principal Amount or Reduced Springdale Undersecured Principal Amount, as the case may be, shall automatically and permanently occur upon the creation and perfection by the Grantors of all Liens in favor of the Collateral Agent (for the benefit of the relevant Secured Parties) which may be necessary in order to fully secure such increased principal amount of the Advances outstanding under the Secured Refinancing Loan Facility or the Springdale Tranche A Facility or the outstanding principal amount under the Amended A Notes (as the case may be) (and all interest, fees and other amounts relating thereto) with the properties, assets, rights or interests of the Grantors, and each Grantor hereby agrees that it shall as soon as reasonably practicable and, in any event promptly after a request by the Intercreditor Agent or any Representative Agent, take all action necessary to create and perfect such Lien in accordance with Section 5.04 and the Real Property Requirements; provided that notwithstanding anything to the contrary contained in this Agreement, none of the Grantors, individually or collectively, shall be obligated to create or perfect a Lien to secure aggregate Debt in excess of the total amount of the Bond Lien Basket Debt at any time. (c) After giving effect to any recalculation pursuant to clause (a) of the outstanding principal amount of the Advances outstanding under the Secured Refinancing Loan Facility or the Springdale Tranche A Facility or the outstanding principal amount under the Amended A Notes (as the case may be), and upon the creation and perfection of all Liens relating thereto pursuant to clause (b), all such amounts shall constitute Secured Obligations for purposes of this Agreement and the other Collateral Documents. (d) On the day that is 10 days prior indicate to each day that is a Recalculation Date as a result of clause (b) of the definition thereofExisting Lender who shall have experienced Reductions in Liability, and promptly after each day that is a Recalculation Date as a result of clause (a) or (c) of the definition thereof, the Intercreditor Agent shall send written notice to each Representative Agent that a Recalculation Date will occur or has occurred, as the case may be, and specify such Recalculation Date. (e) Promptly after receiving such notice, (i) the Refinancing Lender Agent shall send written notice to the Intercreditor Agent specifying the aggregate outstanding principal amount of the Advances owed to the Refinancing Lenders under the Unsecured Refinancing Loan Facility, (ii) the Springdale Lender Agent shall send written notice to the Intercreditor Agent specifying the aggregate outstanding principal amount of the Advances owed to the Springdale Lenders under the Springdale Tranche B Facility and the Springdale Tranche C Facility and (iii) the Indenture Trustee shall send written notice to the Intercreditor Agent specifying the aggregate outstanding principal amount of the Amended B Notes, in each case as such amounts were in effect prior to any recalculation made or to be made on the relevant Recalculation Date. (f) Promptly after it has received the notices contemplated in clause (e) from the Representative Agents, the Intercreditor Agent shall give written notice to each Representative Agent, which notice shall specify: (i) the Recalculation Date to which such notice relates, (ii) the amount, if any, by which such Existing Lender has received distributions pursuant to this Agreement in excess of increase the amount such Existing Lender would otherwise be entitled to receive under this Agreement (calculated other than for purposes of accruing interest and fees, as if such Reduction in Liability had occurred before July 1, 1995) and the outstanding principal amount of Obligations, if any, to be purchased by such Existing Lender pursuant to SECTION 12.5(b) by reason of any Reductions of Liability (in which event such Existing Lender shall promptly comply with its obligations under SECTION 12.5(b) of this Agreement); and (c) comply with the Advances outstanding under Agent's obligations regarding the Secured Refinancing Loan Facility and Contingent Indebtedness Account as more particularly described in SECTION 2.11 above. In the Springdale Tranche A Facility and event that any such Reallocation Certificate states that any Conversion Events have occurred, then the outstanding principal Agent shall (a) determine the amount of interest then due and payable on account of any Existing Loans which may have been created by such Conversion Event and so advise the Amended A Notes and the corresponding decrease in the outstanding principal amount of the Advances outstanding under the Unsecured Refinancing Loan Facility, the Springdale Tranche B Facility and the Springdale Tranche C Facility and the outstanding principal amount of the Amended B Notes, (iii) the date of effectiveness of such increase and corresponding decrease, (iv) the Available Basket Amount for the relevant Recalculation Date, (v) the aggregate amount of the Reduced Unsecured Principal Amounts for the relevant Recalculation Date, (vi) the aggregate amount of the Reduced Springdale Undersecured Principal Amounts for the relevant Recalculation Date, Borrowers and (viib) comply with the aggregate principal amount of Advances outstanding under Agent's obligations regarding the Unsecured Refinancing Loan Facility, the Springdale Tranche B Facility and the Springdale Tranche C Facility and the outstanding principal amount of the Amended B Notes, Contingent Indebtedness Account as more particularly described in each case on the relevant Recalculation Date (after giving effect to any recalculation of such amounts on such date)SECTION 2.11 above.

Recalculation. (a) As soon as reasonably practicable after each Recalculation Date, (i) for so long as any of the Senior Debt Obligations remain outstanding under any of the Unsecured Refinancing Loan Facility, the Springdale Tranche C Facility or any Amended B Note, (A) the outstanding principal amount of the Advances owed to each Refinancing Lender under the Unsecured Refinancing Loan Facility, the outstanding principal amount of the Advances owed to each Springdale Lender under the Springdale Tranche C Facility and the outstanding principal amount owed to any Consenting Amended Note Noteholder under any Amended B Note at such time shall, in accordance with clause (b) below, be reduced by an amount equal to each such Refinancing Lender's, Springdale Lender's or Consenting Amended Note Noteholder's Unsecured Pro Rata Share ’s ratable share of the Available Basket Amount for such Recalculation Date (such amount being each such Initial Lender's or Consenting Amended Note Noteholder's (as the case may be) "’s “Reduced Unsecured Principal Amount"”) and (B) the outstanding principal amount of (I) the Advances owed to each Refinancing Lender under the Secured Refinancing Loan Facility, (II) the Advances owed to each Springdale Lender under the Springdale Tranche A Facility and (III) the Amended A Notes held by any such Consenting Amended Note Noteholder shall, in accordance with clause (b) below, be increased by an amount equal to each such Initial Lender's or Consenting Amended Note Noteholder's ’s Reduced Unsecured Principal Amount for such Recalculation Date and (ii) at such time as no Senior Debt Obligations remain outstanding under any of the Unsecured Refinancing Loan Facility, the Springdale Tranche C Facility or any Amended B Note, if any Springdale Tranche B Advances remain outstanding, (A) the outstanding principal amount of the Springdale Tranche B Advances owed to each Springdale Term B Lender shall, in accordance with clause (b) below, be reduced by an amount equal to each such Springdale Lender's ’s ratable share of the Available Basket Amount for such Recalculation Date (such amount being each such Springdale Term B Lender's "’s “Reduced Springdale Undersecured Principal Amount"”) and (B) the outstanding principal amount of the Advances owed to each such Springdale Term B Lender under the Springdale Tranche A Group Assets Facility shall, in accordance with clause (b) below, be increased by an amount equal to such Springdale Term B Lender's ’s Reduced Springdale Undersecured Principal Amount for such Recalculation Date. (b) The increase in the outstanding principal amount of the Advances under the Secured Refinancing Loan Facility or the Springdale Tranche A Facility or the outstanding principal amount under any Amended A Note and the reduction in the outstanding principal amount of the Advances outstanding under the Unsecured Refinancing Loan Facility, the Springdale Tranche B Facility, the Springdale Tranche C Facility, or the Amended B Notes (as the case may be), pursuant to clause (a) above with respect to any Reduced Unsecured Principal Amount or Reduced Springdale Undersecured Principal Amount, as the case may be, shall automatically and permanently occur upon the creation and perfection by the Grantors of all Liens in favor of the Collateral Agent (for the benefit of the relevant Secured Parties) which may be necessary in order to fully secure such increased principal amount of the Advances outstanding under the Secured Refinancing Loan Facility or the Springdale Tranche A Facility or the outstanding principal amount under the Amended A Notes (as the case may be) (and all interest, fees and other amounts relating thereto) with the properties, assets, rights or interests of the Grantors, and each Grantor hereby agrees that it shall as soon as reasonably practicable and, in any event promptly after a request by the Intercreditor Agent or any Representative Agent, take all action necessary to create and perfect such Lien in accordance with Section 5.04 and the Real Property Requirements; provided that notwithstanding anything to the contrary contained in this Agreement, none of the Grantors, individually or collectively, shall be obligated to create or perfect a Lien to secure aggregate Debt in excess of the total amount of the Bond Lien Basket Debt at any time. (c) After giving effect to any recalculation pursuant to clause (a) of the outstanding principal amount of the Advances outstanding under the Secured Refinancing Loan Facility or the Springdale Tranche A Facility or the outstanding principal amount under the Amended A Notes (as the case may be), and upon the creation and perfection of all Liens relating thereto pursuant to clause (b), all such amounts shall constitute Secured Obligations for purposes of this Agreement and the other Collateral Documents. (d) On the day that is 10 days prior to each day that is a Recalculation Date as a result of clause (b) of the definition thereof, and promptly after each day that is a Recalculation Date as a result of clause (a) or (c) of the definition thereof, the Intercreditor Agent shall send written notice to each Representative Agent that a Recalculation Date will occur or has occurred, as the case may be, and specify such Recalculation Date. (e) Promptly after receiving such notice, (i) the Refinancing Lender Agent shall send written notice to the Intercreditor Agent specifying the aggregate outstanding principal amount of the Advances owed to the Refinancing Lenders under the Unsecured Refinancing Loan Facility, (ii) the Springdale Lender Agent shall send written notice to the Intercreditor Agent specifying the aggregate outstanding principal amount of the Advances owed to the Springdale Lenders under the Springdale Tranche B Facility and the Springdale Tranche C Facility and (iii) the Indenture Trustee shall send written notice to the Intercreditor Agent specifying the aggregate outstanding principal amount of the Amended B Notes, in each case as such amounts were in effect prior to any recalculation made or to be made on the relevant Recalculation Date. (f) Promptly after it has received the notices contemplated in clause (e) from the Representative Agents, the Intercreditor Agent shall give written notice to each Representative Agent, which notice shall specify: (i) the Recalculation Date to which such notice relates, (ii) the amount, if any, of increase in the outstanding principal amount of the Advances outstanding under the Secured Refinancing Loan Facility and the Springdale Tranche A Facility and the outstanding principal amount of the Amended A Notes and the corresponding decrease in the outstanding principal amount of the Advances outstanding under the Unsecured Refinancing Loan Facility, the Springdale Tranche B Facility and the Springdale Tranche C Facility and the outstanding principal amount of the Amended B Notes, (iii) the date of effectiveness of such increase and corresponding decrease, (iv) the Available Basket Amount for the relevant Recalculation Date, (v) the aggregate amount of the Reduced Unsecured Principal Amounts for the relevant Recalculation Date, (vi) the aggregate amount of the Reduced Springdale Undersecured Principal Amounts for the relevant Recalculation Date, and (vii) the aggregate principal amount of Advances outstanding under the Unsecured Refinancing Loan Facility, the Springdale Tranche B Facility and the Springdale Tranche C Facility and the outstanding principal amount of the Amended B Notes, in each case on the relevant Recalculation Date (after giving effect to any recalculation of such amounts on such date).