Common use of Reallocation of Applicable Percentages to Reduce Fronting Exposure Clause in Contracts

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, 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.

Appears in 7 contracts

Samples: Assignment and Assumption (Landec Corp \Ca\), Credit Agreement (Roadrunner Transportation Systems, Inc.), Credit Agreement (Intrepid Potash, Inc.)

AutoNDA by SimpleDocs

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All During any period in which there is a Defaulting Lender as to which an L/C Issuer or any part Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.04, then upon the request of an L/C Issuer or Swing Line Lender (as applicable) to the Administrative Agent, 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 2.04 and 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender’s participation in Letter of Credit Obligations; provided, Swing Line Loans and Protective Advances that, (i) each such reallocation shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but given effect only to the extent that (x) the conditions set forth in Section 5.02 are satisfied if, at the time initial date thereof, no Default or Event of such reallocation (and, unless the Borrower Agent Default shall have otherwise notified the Administrative Agent at such timeoccurred and be continuing; and (ii) in all cases, the Borrowers 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 obligation of any Noneach non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the Commitment of such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, 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 Nonnon-Defaulting Lender as a result and (2) the aggregate Outstanding Amount of the Committed Loans of such Non-Defaulting Lender, plus such Lender’s increased exposure following Applicable Percentage of the Outstanding Amount of all other L/C Obligations (prior to giving effect to such reallocation), plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Swing Line Loans (prior to giving effect to such reallocation).

Appears in 6 contracts

Samples: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) upon prior notice to the Company and such Non-Defaulting Lenders, but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at promptly after receipt of notice of such timereallocation, the Borrowers 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 principal amount at such time of any Non-Defaulting Lender Lender’s outstanding Revolving Credit Loans and such Non-Defaulting Lender’s participation in L/C Obligations and Swing Line Loans at such time to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, 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.

Appears in 5 contracts

Samples: Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation.

Appears in 4 contracts

Samples: Credit Agreement (Ferroglobe PLC), Credit Agreement (Matrix Service Co), Credit Agreement (Ascent Industries Co.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All If any Fronting Exposure exists at the time any Lender becomes a Defaulting Lender, then all or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Outstandings and Swingline Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 portion of the Total Outstandings owing to any Non-Defaulting Lender (including, without limitation, any Letters of Credit or Swingline Loans as to which any Non-Defaulting Lender has any participation obligation) to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 3 contracts

Samples: Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or During any part of such period in which there is a Revolving Credit Lender which is a Defaulting Lender’s participation , for purposes of computing the amount of the obligation of each Revolving Credit Lender which is not a Defaulting Lender to acquire, refinance or fund participations in Letter Letters of Credit Obligationspursuant to Section 2.2, Swing Line Loans and Protective Advances the Revolving Commitment Percentage of each Revolving Credit Lender which is not a Defaulting Lender shall be reallocated among computed without giving effect to the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Commitment of that Defaulting Lender’s Revolving Credit Commitment) but ; provided, that, each such reallocation shall be given effect only to the extent that if (xi) the conditions set forth in Section 5.02 5.2 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (yii) such reallocation does would not cause the aggregate principal amount of any Revolving Credit Exposure Lender which is not a Defaulting Lender’s outstanding Revolving Credit Loans and participation in Letter of any Non-Defaulting Lender Credit Liabilities at such time to exceed such Nonnon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.2012.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 3 contracts

Samples: And Consolidated Credit Agreement (Epr Properties), And Consolidated Credit Agreement (Epr Properties), And Consolidated Credit Agreement (Epr Properties)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances shall Obligations will be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that that: (x) the conditions set forth in Section 5.02 Sections 6.02(a) and 6.02(b) are satisfied at the time of such reallocation (and, unless the Borrower Agent shall Parties have otherwise notified the Administrative Agent at such time, the Borrowers shall be Borrower Parties are hereby deemed to have represented and warranted at such time that such conditions are satisfied at such timesatisfied), ; and (y) such reallocation does not cause the aggregate Revolving Credit Exposure Applicable Percentage of any Non-Defaulting Lender Lender’s share of Principal Obligations (including its participation in any Letter of Credit Obligations) to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.2012.26, no reallocation hereunder shall will 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.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Goldman Sachs Private Middle Market Credit II LLC), Revolving Credit Agreement (Goldman Sachs Private Middle Market Credit II LLC), Credit Agreement (Goldman Sachs Private Middle Market Credit II LLC)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or During any part of such period in which there is a Defaulting Lender’s participation in Letter , for purposes of Credit Obligations, Swing Line Loans and Protective Advances shall be reallocated among computing the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to amount of the extent that (x) the conditions set forth in Section 5.02 are satisfied at the time obligation of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Noneach non-Defaulting Lender to exceed such Nonacquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender’s Revolving ; 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 Commitmentand 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. Subject to Section 11.2010.23, 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 3 contracts

Samples: Credit Agreement (Host Hotels & Resorts L.P.), Assignment and Assumption (Host Hotels & Resorts L.P.), Assignment and Assumption (Host Hotels & Resorts, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances L/C Obligations shall be reallocated among the Non-Defaulting Lenders which that are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (xA) the conditions set forth in Section 5.02 3.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender that is a Revolving Credit Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.202.15, 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 that is a Revolving Credit Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Appears in 3 contracts

Samples: Credit Agreement (PetIQ, Inc.), Credit Agreement (PetIQ, Inc.), Credit Agreement (PetIQ, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Revolving Credit Lenders that are Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit 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 5.02 4.02(b) are satisfied at the time of such reallocation (and, unless the Borrower Agent Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, no 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.

Appears in 3 contracts

Samples: Credit Agreement (Empire State Realty Trust, Inc.), Credit Agreement (Empire State Realty Trust, Inc.), Credit Agreement (Empire State Realty OP, L.P.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or During any part of such period in which there is a Defaulting Lender’s participation , for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letter Letters of Credit Obligationsor Swingline Loans pursuant to Sections 2.1(c) and 5, Swing Line Loans the “Revolving Credit Commitment Percentage”, “Tranche R-1 Aggregate Revolving Credit Commitment Percentage”, “Tranche R-1 Revolving Credit Commitment Percentage”, Tranche R-2 Aggregate Revolving Credit Commitment Percentage” and Protective Advances “Tranche R-2 Revolving Credit Commitment Percentage” of each non-Defaulting Lender shall be reallocated among computed without giving effect to the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Commitment of that Defaulting Lender’s Revolving Credit Commitment; provided, that, (i) but each such reallocation shall be given effect only to if, at the extent that date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; (xii) the conditions set forth in Section 5.02 7.1(b) are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such the time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ; and (yiii) such reallocation does not cause the aggregate Revolving Credit Exposure obligation of any Noneach non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) such Nonnon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, 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 reallocationExposure.

Appears in 3 contracts

Samples: Credit Agreement (Intelsat S.A.), Credit Agreement (Intelsat S.A.), Credit Agreement (Intelsat S.A.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances Loans, if any, shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit 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 5.02 4.02 are satisfied at the time of such reallocation (other than delivery of a Request for Credit Extension) (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.2010.21, 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.

Appears in 3 contracts

Samples: Assignment and Assumption (Helix Energy Solutions Group Inc), Credit Agreement (Helix Energy Solutions Group Inc), Credit Agreement (Helix Energy Solutions Group Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All In the case of a Defaulting Lender that is a Revolving Credit Lender, all or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which that are Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 that is a Revolving Credit Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 3 contracts

Samples: Credit Agreement (CIM Commercial Trust Corp), Credit Agreement (CIM Commercial Trust Corp), Assignment and Assumption (Apple Hospitality REIT, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances L/C Obligations shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages in respect of the Revolving Facility (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, no 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.

Appears in 3 contracts

Samples: Credit Agreement (Equinix Inc), Credit Agreement (Equinix Inc), Credit Agreement (Equinix Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstandings of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 3 contracts

Samples: Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages of the Aggregate Revolving Commitments (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.2010.19, 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.

Appears in 3 contracts

Samples: Credit Agreement (Compass Group Diversified Holdings LLC), Credit Agreement (5.11 Abr Corp.), Credit Agreement (Compass Group Diversified Holdings LLC)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such that Defaulting Lender’s participation in Letter of Credit Obligations, LC Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Nonnon-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such that Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.2 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 amount of the Loans and participations in LC Obligations and Swing Line Loans of any Nonnon-Defaulting Lender to exceed the lesser of (1) such Nonnon-Defaulting Lender’s Revolving Credit CommitmentCommitment and (2) such non-Defaulting Lender’s Applicable Percentage of the Borrowing Base (calculated without giving effect to any reallocations pursuant to this clause (iv)). Subject to Section 11.20, no 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 3 contracts

Samples: Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (xA) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Newpark shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause (1) the aggregate Revolving Credit Exposure principal amount at such time of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s outstanding Revolving Credit Loans and participations in L/C Obligations and Swing Line Loans to exceed (2) such Non-Defaulting Lender’s Commitment. Subject to Section 11.2010.20, 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.

Appears in 3 contracts

Samples: Credit Agreement (Newpark Resources Inc), Credit Agreement (Newpark Resources Inc), Credit Agreement (Newpark Resources Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, no 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.

Appears in 3 contracts

Samples: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Dividend Capital Diversified Property Fund Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances L/C Obligations shall be reallocated among the Nonnon-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages under the Revolving Facility (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (xy) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yz) such reallocation does not cause the aggregate Revolving Credit Exposure principal amount of any Nonnon-Defaulting Lender Lender’s outstanding Revolving Loans plus such non-Defaulting Lender’s participation in L/C Obligations to exceed such Nonnon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 3 contracts

Samples: Credit Agreement (Cole Credit Property Trust V, Inc.), Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.), Credit Agreement (Cim Real Estate Finance Trust, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation, or are subsequently satisfied, in which event such reallocation shall occur when such conditions are satisfied (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, no 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 the Borrower or a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Appears in 2 contracts

Samples: Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which that are Revolving Credit A Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented Administrative Agent and warranted the Lenders may assume that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure principal amount at such time of any Non-Defaulting Lender Lender’s outstanding Revolving A Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time to exceed such Non-Defaulting Lender’s Revolving Credit A Commitment. Subject to Section 11.2010.20, 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.

Appears in 2 contracts

Samples: Credit Agreement (EnerSys), Credit Agreement (EnerSys)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation, provided, however, that if such conditions are subsequently satisfied, such reallocation will take place at such time (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation.. (v)

Appears in 2 contracts

Samples: Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are with a Domestic Revolving Credit Lenders Commitment in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Domestic Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 5.02(a) and (b) are satisfied at the time of such reallocation (and, unless the applicable Borrower Agent shall have otherwise notified the Administrative applicable Agent at such time, the Borrowers such 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 Domestic Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Domestic Revolving Credit Commitment. Subject to Section 11.2011.23, 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.

Appears in 2 contracts

Samples: Credit Agreement (Pra Group Inc), Credit Agreement (Pra Group Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation, or are subsequently satisfied, in which event such reallocation shall occur when such conditions are satisfied (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers Company 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. Subject to Section 11.2010.21, 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 the Company or a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Appears in 2 contracts

Samples: Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstanding Amount of the Revolving Credit Exposure Loans of any Non-Defaulting Lender plus such Non-Defaulting Lender’s Applicable Revolving Credit Percentage (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) of the Outstanding Amount of all L/C Obligations plus such Non-Defaulting Lender’s Applicable Revolving Credit Percentage (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) of all Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 2 contracts

Samples: Credit Agreement (Kapstone Paper & Packaging Corp), Credit Agreement (Kapstone Paper & Packaging Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit ObligationsL/C Obligations or Swingline Loans, Swing Line Loans and Protective Advances as applicable, shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Total Revolving Credit Exposure of Outstanding held by any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.2010.21, 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.

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Monitronics International Inc), Credit Agreement (Monitronics International Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances or Letters of Credit shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation.. So long as any Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund such portion of any Swing Line Loan that equals such Defaulting Lender’s Applicable Percentage of such Swing Line Loan, and the L/C Issuers shall not be required to issue, amend or increase any Letter of Credit, unless they are satisfied (in their reasonable judgment) that the related exposure and the Defaulting Lender’s then outstanding

Appears in 2 contracts

Samples: Credit Agreement (F&G Annuities & Life, Inc.), Credit Agreement (Fidelity National Financial, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter Letters of Credit Obligations, Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 sum of (A) the outstanding principal amount of any Non-Defaulting Lender Lender’s Revolving Credit Loans plus (B) an amount equal to such Non-Defaulting Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings and outstanding Permitted Overadvances to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.209.03, 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.

Appears in 2 contracts

Samples: Credit Agreement (Advance Holdings, LLC), Credit Agreement (Revolve Group, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s 's participation in Letter of Credit L/C Obligations, Swing Line Loans and Protective Advances Alternative Currency Risk Participations shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit 's Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 WC Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving 's WC Commitment or the aggregate Revolver Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender's Revolver Commitment, as applicable. Subject to Section 11.2010.22, 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 's increased exposure following such reallocation.

Appears in 2 contracts

Samples: Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or During any part of such period in which there is a Revolving Lender which is a Defaulting Lender’s participation , for purposes of computing the amount of the obligation of each Revolving Lender which is not a Defaulting Lender to acquire, refinance or fund participations in Letter (A) Letters of Credit Obligationspursuant to Section 2.5. or (B) Swingline Loans pursuant to Section 2.4., Swing Line Loans and Protective Advances the Revolving Loan Commitment Percentage of each Revolving Lender which is not a Defaulting Lender shall be reallocated among computed without giving effect to the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Commitment of that Defaulting Lender’s Revolving Credit Commitment) but ; provided, that, each such reallocation shall be given effect only to the extent that if (xi) the conditions set forth in Section 5.02 5.2. are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (yii) such reallocation does would not cause the aggregate Revolving Credit Loan Exposure of any such Non-Defaulting Lender to exceed such Nonnon-Defaulting Lender’s Revolving Credit Loan Commitment. Subject to Section 11.20, no 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 2 contracts

Samples: Credit Agreement (Lexington Realty Trust), Credit Agreement (LXP Industrial Trust)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Representative shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower Representative 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 Loans, Swing Line Loans and L/C Obligations of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 2 contracts

Samples: Credit Agreement (American Apparel, Inc), Credit Agreement (American Apparel, Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such that Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances LC Obligations shall be reallocated among the Nonnon-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such that Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.2 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 amount of the Loans and participations in LC Obligations of any Nonnon-Defaulting Lender to exceed the lesser of (1) such Nonnon-Defaulting Lender’s Revolving Credit CommitmentCommitment and (2) such non-Defaulting Lender’s Applicable Percentage of the Aggregate Commitment (calculated without giving effect to any reallocations pursuant to this clause (iv)). Subject to Section 11.2010.16, 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 2 contracts

Samples: Credit Agreement (Silver Run Acquisition Corp II), Credit Agreement (Alta Mesa Resources, Inc. /DE)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be automatically reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the either Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.2011.22, 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.

Appears in 2 contracts

Samples: Security Agreement (USD Partners LP), Credit Agreement (USD Partners LP)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Nonnon-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentCommitments) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 sum of the Applicable Percentage of the Outstanding Amount of Committed Loans of any Nonnon-Defaulting Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that such Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 2 contracts

Samples: Credit Agreement (Willis Group Holdings PLC), Credit Agreement (Willis Group Holdings PLC)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are under the Multicurrency Revolving Credit Lenders Facility in accordance with their respective Applicable 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 5.02 4.03 are satisfied at the time of such reallocation (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers Company 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 under the Multicurrency Revolving Credit Facility to exceed such Non-Defaulting Lender’s Commitment under the Multicurrency Revolving Credit CommitmentFacility. Subject to Section 11.20, no 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.

Appears in 2 contracts

Samples: Credit Agreement (Arris Group Inc), Credit Agreement (Arris Group Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances L/C Obligations shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, no 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.

Appears in 2 contracts

Samples: Credit Agreement (Cambium Learning Group, Inc.), Credit Agreement (Cambium Learning Group, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (xA) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) 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. Subject to Section 11.20, 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.

Appears in 2 contracts

Samples: Credit Agreement (Armada Hoffler Properties, Inc.), Credit Agreement (Armada Hoffler Properties, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances L/C Obligations shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstanding Amount of the Loans of any Non-Defaulting Lender Lender, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 2 contracts

Samples: Credit Agreement (Dennys Corp), Credit Agreement (Dennys Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. (A) All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Facility A L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which that are Revolving Credit A Lenders in accordance with their respective Applicable Revolving A Credit Percentages (calculated without regard to such Defaulting Lender’s Revolving A Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 A Credit Exposure of any Non-Defaulting Lender that is a Revolving A Lender to exceed such Non-Defaulting Lender’s Revolving A Credit Commitment. Subject to Section 11.20, no 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.

Appears in 2 contracts

Samples: Credit Agreement (Paramount Group, Inc.), Credit Agreement (Paramount Group, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Outstandings and Swingline Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 SECTION 4.02 are satisfied at the time of such reallocation (and, unless the Lead Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 portion of the Total Domestic Revolver Outstandings or Total Canadian Revolver Outstandings Outstandings owing to any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Domestic Commitment or Canadian Commitment, as applicable. Subject to Section 11.20, no 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.

Appears in 2 contracts

Samples: Intercreditor Agreement (Toys R Us Inc), Intercreditor Agreement (Toys R Us Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s 's participation in Letter of Credit Obligations, L/C Borrowings and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s 's Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 principal amount of any Non-Defaulting Lender Lender's outstanding Revolving Loans and such Lender's participation in L/C Borrowings and Swing Line Loans at such time to exceed such Non-Defaulting Lender’s 's Revolving Credit Commitment. Subject to Section 11.20, no 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 's increased exposure following such reallocation.

Appears in 2 contracts

Samples: Credit Agreement (Vectren Utility Holdings Inc), Credit Agreement (Vectren Utility Holdings Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented Administrative Agent and warranted the Lenders may assume that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure principal amount at such time of any Non-Defaulting Lender Lender’s outstanding Revolving Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time to exceed such Non-Non- Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 2 contracts

Samples: Credit Agreement (Global Payments Inc), Credit Agreement (Global Payments Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Domestic Revolving Lenders that are not Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Domestic Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Parent shall have otherwise notified the Administrative Agent at such time, the Borrowers Parent 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 Domestic Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Domestic Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 2 contracts

Samples: Credit Agreement (Balchem Corp), Credit Agreement (Balchem Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit L/C Obligations, Swing Line Loans and Protective Advances Alternative Currency Risk Participations shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause (1) the aggregate Revolving WC Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving WC Commitment, (2) the aggregate WC Interim Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s WC Interim Commitment or (3) the aggregate Revolver Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolver Commitment, as applicable. Subject to Section 11.2010.22, 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.

Appears in 2 contracts

Samples: Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause (x) the aggregate Revolving Credit Exposure Outstanding Amount of the Committed Loans of any Non-Defaulting Lender to exceed Lender, plus such Non-Defaulting Lender’s Revolving Credit Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans, plus such Non-Defaulting Lender’s Canadian BA’s (or Canadian BA Equivalent Loans) accepted and purchased from PMCULC and the Designated Borrowers to exceed (y) such Non-Defaulting Lender’s Commitment. Subject to Section 11.2011.24, 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.

Appears in 2 contracts

Samples: Credit Agreement (Plains All American Pipeline Lp), Credit Agreement (Plains Gp Holdings Lp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All 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 any part 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 such Defaulting Lender’s participation in Letter of Credit Obligations; provided, Swing Line Loans and Protective Advances that, (i) each such reallocation shall be reallocated among given effect only if, at the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such date the applicable Lender becomes a Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) , the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower Agent shall be deemed to have represented and warranted that such conditions are satisfied at such time), ; and (yii) such reallocation does not cause the aggregate Revolving Credit Exposure obligation of any 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 such Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of such Lender’s Revolving Credit Commitment. Subject to Section 11.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that such 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.

Appears in 1 contract

Samples: Credit Agreement (Tidewater Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be automatically reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.03 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.2010.20, 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.

Appears in 1 contract

Samples: Revolving Credit Agreement (EnLink Midstream, LLC)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which that are Revolving Credit A Lenders in accordance with their respective Applicable 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 5.02 (or, if applicable, Section 5.04) are satisfied at the time of such reallocation (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers Company 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 A Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit A Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (FTD Companies, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Nonnon-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentCommitments) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers Company 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 sum of the Applicable Percentage of the Outstanding Amount of Committed Loans of any Nonnon-Defaulting Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.2010.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that such Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Assignment and Assumption (Willis Towers Watson PLC)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All In the case of Tranche 1 Commitments, all or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which that are Revolving Credit Tranche 1 Lenders in accordance with their respective Applicable Tranche 1 Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Tranche 1 Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation, or are subsequently satisfied, in which event such reallocation shall occur when such conditions are satisfied (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers Company 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. Subject to Section 11.20, 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.

Appears in 1 contract

Samples: Credit Agreement (Discovery Communications, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstanding Amount of the Committed Loans of any Non-Defaulting Lender Lender, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.2010.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Biogen Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Multicurrency Revolving Credit Commitment or Thai Revolving Commitment, as applicable) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause (A) the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment, (B) aggregate Multicurrency Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Revolving Commitment or (C) aggregate Thai Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Thai Revolving Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Interface Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or During any part of such period in which there is a Revolving Lender which is a Defaulting Lender’s participation , for purposes of computing the amount of the obligation of each Revolving Lender which is not a Defaulting Lender to acquire, refinance or fund participations in Letter (A) Letters of Credit Obligationspursuant to Section 2.5. or (B) Swingline Loans pursuant to Section 2.4., Swing Line Loans and Protective Advances the Revolving Loan Commitment Percentage of each Revolving Lender which is not a Defaulting Lender shall be reallocated among computed without giving effect to the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Commitment of that Defaulting Lender’s Revolving Credit Commitment) but ; provided, that, each such reallocation shall be given effect only to the extent that if (xi) the conditions set forth in Section 5.02 5.2. are satisfied at the time of such reallocation (and, unless the Borrower Agent Representative shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (yii) such reallocation does would not cause the aggregate Revolving Credit Loan Exposure of any such Non-Defaulting Lender to exceed such Nonnon-Defaulting Lender’s Revolving Credit Loan Commitment. Subject to Section 11.20, no 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Lepercq Corporate Income Fund L P)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances L/C Obligations shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause (x) the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment or (y) the aggregate Outstanding Amount of Dollar Tranche Loans of any Non-Defaulting Lender plus such Lender’s participation in L/C Obligations at such time to exceed the such Non-Defaulting Lender’s Dollar Tranche Commitment. Subject to Section 11.2010.21, 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.

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Ares Real Estate Income Trust Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All In the case of the Tranche 1 Commitments, all or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Tranche 1 Lenders in accordance with their respective Applicable Tranche 1 Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Tranche 1 Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers Company 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 CommitmentCommitments. Subject to Section 11.20, no 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.. sf-3344711

Appears in 1 contract

Samples: Credit Agreement (Jacobs Engineering Group Inc /De/)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which that are Revolving Credit A Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented Administrative Agent and warranted the Lenders may assume that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure principal amount at such time of any Non-Defaulting Lender Lender’s outstanding Revolving A Loans and such Xxxxxx’s participation in L/C Obligations and Swing Line Loans at such time to exceed such Non-Defaulting LenderXxxxxx’s Revolving Credit A Commitment. Subject to Section 11.2010.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (EnerSys)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All 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 any part fund participations in Letters of Credit or Swing Line Loans or Alternative Currency Risk Participations pursuant to Sections 2.02, 2.03 and 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such Defaulting Lender’s participation ; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letter Letters of Credit Obligations, and Swing Line Loans and Protective Advances Alternative Currency Risk Participations shall be reallocated among not exceed the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages positive difference, if any, of (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x1) the conditions set forth in Section 5.02 are satisfied at the time Revolving Commitment of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Nonnon-Defaulting Lender to exceed minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.2010.20, 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Hcp, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be automatically reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the either Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.2011.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (USD Partners LP)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or During any part of such period in which there is a Defaulting Lender’s participation , for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letter Letters of Credit Obligationsor Swingline Loans pursuant to Sections 2.1(c) and 5, Swing Line Loans the “Revolving Credit Commitment Percentage”,” “Tranche R-1 Aggregate Revolving Credit Commitment Percentage”,”“Tranche R-1 Revolving Credit Commitment Percentage”,” Tranche R-2 Aggregate Revolving Credit Commitment Percentage” and Protective Advances “Tranche R-2 Revolving Credit Commitment Percentage” of each non-Defaulting Lender shall be reallocated among computed without giving effect to the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Commitment of that Defaulting Lender’s Revolving Credit Commitment; provided, that, (i) but each such reallocation shall be given effect only to if, at the extent that date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; (xii) the conditions set forth in Section 5.02 7.1(b) are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such the time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ; and (yiii) such reallocation does not cause the aggregate Revolving Credit Exposure obligation of any Noneach non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) such Nonnon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, 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 reallocationExposure.

Appears in 1 contract

Samples: Credit Agreement (Intelsat S.A.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All During any period in which there is a Global Revolving Credit Lender that is a Defaulting Lender, all or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which that are Global Revolving Credit Lenders in accordance with their respective Applicable Global Revolving Credit Percentages (calculated without regard to such Defaulting Lender’s Global Revolving Credit Commitment) but only to the extent that after giving effect to such reallocation (x) the conditions set forth in Section 5.02 Revolving Credit Extension Requirements are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 no Non-Defaulting Lender to exceed such Non-Defaulting Lender’s is allocated any Class of Revolving Credit CommitmentCommitments which it does not maintain. Subject to Section 11.2011.24, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit 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.

Appears in 1 contract

Samples: Credit Agreement (Alexion Pharmaceuticals Inc)

AutoNDA by SimpleDocs

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Borrowers shall have otherwise notified the Administrative Agent Agents at such time, the Borrowers 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 Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations with respect to Letters of Credit, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Corinthian Colleges Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers Company 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 sum of the Outstanding Amount of any Non-Defaulting Lender Lender’s Revolving Loans plus such Non-Defaulting Lender’s participation in L/C Obligations and Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Cantel Medical Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstandings of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Twin Disc Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Multicurrency Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause (A) the aggregate Multicurrency Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Revolving Commitment or (B) aggregate Multicurrency Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Revolving Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Interface Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstanding Amount of any the Loans of such Non-Defaulting Lender Lender, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.2010.23, 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.

Appears in 1 contract

Samples: Credit Agreement (Wiley John & Sons, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented Administrative Agent and warranted the Lenders may assume that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure principal amount at such time of any Non-Defaulting Lender Lender’s outstanding Revolving Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Global Payments Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are with a Domestic Revolving Credit Lenders A Commitment in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Domestic Revolving Credit A Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 5.02(a) and (b) are satisfied at the time of such reallocation (and, unless the applicable Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers such 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 Domestic Revolving A Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Domestic Revolving Credit A Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Portfolio Recovery Associates Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 5.2 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.2012.27, CREDIT AGREEMENT – Page 115 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.

Appears in 1 contract

Samples: Credit Agreement (BG Staffing, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstanding Amount of the Committed Loans of any Non-Defaulting Lender Lender, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans, plus such Non-Defaulting Lender’s Canadian BA’s (or Canadian BA Equivalent Loans) accepted and purchased from PMCULC to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.2011.24, 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.

Appears in 1 contract

Samples: Credit Agreement (Plains Gp Holdings Lp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s 's participation in Letter of Credit L/C Obligations, Swing Line Loans and Protective Advances Alternative Currency Risk Participations shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit 's Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 WC Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving 's WC Commitment or the aggregate Revolver Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender's Revolver Commitment, as applicable. Subject to Section 11.2010.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s Xxxxxx's increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Global Partners Lp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All If any Fronting Exposure exists at the time any Revolving Lender becomes a Defaulting Lender, then all or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Outstandings and Swingline Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Revolving 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 portion of the Total Outstandings owing to any Non-Defaulting Lender (including, without limitation, any Letters of Credit or Swingline Loans as to which any Non-Defaulting Lender has any participation obligation) to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving 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.

Appears in 1 contract

Samples: Pier 1 Imports Inc/De

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Company and each other Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers Company and each other 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. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Zep Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s 's participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances L/C Obligations shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit 's Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstanding Amount of the Revolving Credit Exposure Loans of any Non-Defaulting Lender Lender, plus such Non-Defaulting Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations to exceed such Non-Defaulting Lender’s Revolving Credit 's Commitment. Subject to Section 11.20, no 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 's increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Dennys Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or During any part of such period in which there is a Revolving Lender which is a Defaulting Lender’s participation , for purposes of computing the amount of the obligation of each Revolving Lender which is not a Defaulting Lender to acquire, refinance or fund participations in Letter Letters of Credit Obligationspursuant to Section 2.3, Swing Line Loans and Protective Advances the Revolving Loan Commitment Percentage of each Revolving Lender which is not a Defaulting Lender shall be reallocated among computed without giving effect to the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Commitment of that Defaulting Lender’s Revolving Credit Commitment) but ; provided, that, each such reallocation shall be given effect only to the extent that if (xi) the conditions set forth in Section 5.02 5.2 are satisfied at the time of such reallocation (and, unless the Borrower Agent Representative shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (yii) such reallocation does would not cause the aggregate Revolving Credit Exposure principal amount of any Non-Revolving Lender which is not a Defaulting Lender Lender's outstanding Revolving Loans and participation in Letter of Credit Liabilities at such time to exceed such Nonnon-Defaulting Lender’s 's Revolving Credit Loan Commitment. Subject to Section 11.20, no 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s 's increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Lexington Realty Trust)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation, provided, however, that if such conditions are subsequently satisfied, such reallocation will take place at such time (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, 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.

Appears in 1 contract

Samples: Credit Agreement (TUTOR PERINI Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Representative shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Enpro Industries, Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are under the Revolving Credit Lenders A Tranche in accordance with their respective Applicable Revolving Credit 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 under the Revolving A Tranche of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit A Commitment. Subject to Section 11.2011.21, 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.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (ModivCare Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Revolving Facility Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Facility Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 5.01 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Facility Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Facility Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Noranda Aluminum Holding CORP)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter Letters of Credit Obligations, Swing Line and Swingline Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 sum of (A) the outstanding principal amount of any Non-Defaulting Lender Lender’s Revolving Credit Loans plus (B) an amount equal to such Non-Defaulting Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Books a Million Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are under the Revolving Credit Lenders A Tranche in accordance with their respective Applicable Revolving Credit 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 under the Revolving A Tranche of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit A Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Providence Service Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All In the case of Tranche 1 Commitments, all or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which that are Revolving Credit Tranche 1 Lenders in accordance with their respective Applicable Tranche 1 Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Tranche 1 Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 Credit Agreement are satisfied at the time of such reallocation, or are subsequently satisfied, in which event such reallocation shall occur when such conditions are satisfied (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers Company 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. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Discovery Communications, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such that Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Nonnon-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages (calculated without regard to such that Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstanding Amount of the Revolving Credit Exposure Loans of any Non-Lender plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage (calculated without regard to that Defaulting Lender Lender’s Commitments) of the Outstanding Amount of all L/C Obligations and Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20; provided that 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. 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Ashland Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be automatically reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (EnLink Midstream, LLC)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstandings of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (StarTek, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances L/C Obligations shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstanding Amount of the Revolving Credit Exposure Loans of any Non-Defaulting Lender Lender, plus such Non-Defaulting Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Dennys Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders or Performance Letter of Credit Lenders, as applicable, in accordance with their respective Applicable Revolving Credit Percentages or Applicable Performance Letter of Credit 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 5.02 are satisfied no Default shall have occurred and be continuing at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), Lender becomes a Defaulting Lender and (y) such reallocation does not cause the aggregate Revolving Credit Exposure or Performance Letter of Credit Exposure, as applicable, of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment or Performance Letter of Credit Commitment, as applicable. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Aecom Technology Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All During any period in which there is a Revolving Credit Lender that is a Defaulting Lender, all or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which that are Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Administrative Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 that is a Revolving Credit Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit 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.

Appears in 1 contract

Samples: Credit Agreement (Alexion Pharmaceuticals Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation, or are subsequently satisfied, in which event such reallocation shall occur when such conditions are satisfied (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.2010.19, 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 the Borrower or a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Analog Devices Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All In the case of a Defaulting Lender that is a Revolving Lender, all or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which that are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Applicable Percentage of Revolving Credit Exposure Obligations of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.2010.25, 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.

Appears in 1 contract

Samples: Credit Agreement (Omega Healthcare Investors Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances L/C Obligations shall be reallocated among the Non-Defaulting Lenders which that are Revolving Credit Lenders in accordance with their respective Applicable Percentages under the Revolving Facility (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 that is a Revolving Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (RealD Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All During any period in which there is a Defaulting Lender under the Revolving Facility, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or any part fund participations in Letters of Credit or Alternative Currency Risk Participations pursuant to Sections 2.02 and 2.03, the “Applicable Percentage” of each non-Defaulting Lender that is a Revolving Lender shall be computed without giving effect to the Revolving Commitment of such Defaulting Lender’s participation in Letter of Credit Obligations; provided, Swing Line Loans and Protective Advances that, (i) each such reallocation shall be reallocated among given effect only if, at the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such date the applicable Lender becomes a Defaulting Lender’s Revolving Credit Commitment) but only to the extent that , no Event of Default exists; and (xii) the conditions set forth in Section 5.02 are satisfied at the time aggregate obligation of each such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Alternative Currency Risk Participations shall not exceed the positive difference, if any, of (1) the Revolving Commitment of such Nonnon-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of such Lender’s Revolving Credit Commitment. Subject to Section 11.2010.20, 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Hcp, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Lenders that are Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 4.02(b) are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Empire State Realty OP, L.P.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the NonRevolving A Lenders that are non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit A Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 5.03 are satisfied at the time of such reallocation (and, unless the Borrower Agent Company shall have otherwise notified the Administrative Agent at such time, the Borrowers Company 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 Outstanding Amount of Revolving Credit Exposure A Loans and participations in L/C Obligations and Swing Line Loans of any Nonnon-Defaulting Lender to exceed such Nonnon-Defaulting Lender’s Revolving Credit A Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Fleetcor Technologies Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders or Performance Letter of Credit Lenders, as applicable, in accordance with their respective Applicable Revolving Credit Percentages or Applicable Performance Letter of Credit 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 or Performance Letter of Credit Exposure, as applicable, of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment or Performance Letter of Credit Commitment, as applicable. Subject to Section 11.2010.21, 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.

Appears in 1 contract

Samples: Credit Agreement (Kbr, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All In the case of a Defaulting Lender that is a Lender, all or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances L/C Obligations shall be reallocated among the Nonnon-Defaulting Lenders which that are Revolving Credit Lenders in accordance with their respective Applicable Percentages under the Facility (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (xy) the conditions set forth in Section 5.02 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yz) such reallocation does not cause the aggregate Revolving Credit Exposure principal amount of any Non-Defaulting Lender to exceed such Nonnon-Defaulting Lender’s Revolving Credit outstanding Loans plus such non-Defaulting Lender’s participation in L/C Obligations to exceed such non-Defaulting Lender’s Commitment. Subject to Section 11.20, no 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (CIM Commercial Trust Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s 's participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit 's Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 4.03 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstanding Amount of the Committed Loans of any Non-Defaulting Lender Lender, plus such Non-Defaulting Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Credit 's Commitment. Subject to Section 11.20, no 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 's increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Biogen Idec Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstanding Amount of Committed Loans of any Non-Defaulting Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.2010.22, 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.

Appears in 1 contract

Samples: Credit Agreement (Adobe Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Providence Service Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated CHAR1\1423646v4 among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Applicable 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 5.02 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers 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 Outstanding Amount of the Committed Loans of any Non-Defaulting Lender Lender, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.20, no 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.

Appears in 1 contract

Samples: Credit Agreement (Biogen Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.