Commitment Reallocation. (a) Notwithstanding anything in this Amendment, the Restated Credit Agreement or the Amended Credit Agreement to the contrary, (i) each Lender party to this Amendment (each, a “Continuing Lender”) acknowledges and agrees that, on and as of the Amendment No. 4 Effective Date, such Lender shall be a “Lender” under and as defined in the Amended Credit Agreement and shall have a Revolving Credit Commitment in an amount set forth opposite its name on Exhibit B and (ii) each Loan Party, the Administrative Agent, each L/C Issuer, the Swing Line Lender and each Continuing Lender hereby (x) waives advance notice of any termination or reduction of commitments and prepayment of loans under the Restated Credit Agreement that occurs on the Amendment No. 4 Effective Date as a result of the transactions contemplated by this Section 6, and all such notices are deemed delivered to each such Person in accordance with the terms of the Loan Documents and (y) consents to each of the transactions contemplated by this Section 6, including, but not limited to, any consents that would be required under Sections 10.01 and 10.07 of the Restated Credit Agreement. (b) Notwithstanding anything in this Amendment, the Restated Credit Agreement or the Amended Credit Agreement to the contrary, on and as of the Amendment No. 4 Effective Date, (i) the “Revolving Credit Commitment” of each “Lender” (in each case, as defined in the Restated Credit Agreement) that is not a Continuing Lender (each, a “Non- Continuing Lender”) shall terminate, and each Non-Continuing Lender shall cease to be a Lender hereunder and under the Restated Credit Agreement and shall not be a Lender under the Amended Credit Agreement for all purposes, (ii) the remaining “Revolving Credit Commitments” (as defined in the Restated Credit Agreement) under the Restated Credit Agreement shall be adjusted as necessary such that, on and as of the Amendment No. 4 Effective Date, the Revolving Credit Commitments hereunder and under the Amended Credit Agreement shall be as set forth on Exhibit B, and (iii) all Loans, participations in L/C Obligations and Swing Line Loans shall be reallocated pro rata among the Continuing Lenders on the Amendment No. 4 Effective Date after giving effect to the termination of commitments contemplated in clause (i) above. Section 7.
Commitment Reallocation. (a) Subject to the terms and conditions of this Section 2.1.10, Borrower Agent may request that Lenders under a Facility change the then current allocation of each such Lender’s (and, if applicable, its Affiliate’s or branch’s) Commitment under such Facility in order to effect an increase or decrease in Commitments under a particular Facility, with any such increase or decrease in a particular Facility to be accompanied by a concurrent and equal dollar-for-dollar decrease or increase, respectively, in another Facility (each, a “Commitment Reallocation”). In addition to the other conditions set forth in this Section 2.1.10, any such Commitment Reallocation shall be subject to the following conditions: (i) Borrower Agent shall have provided to Agent a written request (in reasonable detail) at least five (5) Business Days (or such shorter notice as Agent may agree) prior to the requested effective date therefor (which effective date must be a Business Day) (the “Commitment Reallocation Date”) setting forth the proposed Commitment Reallocation Date and the amounts and each Facility to be subject to the proposed reallocations to be effected, (ii) any such Commitment Reallocation shall increase or decrease the Commitments under the specified Facility in an amount equal to $2,500,000 and in increments of $500,000 in excess thereof, (iii) after giving effect to any such Commitment Reallocation, the US Commitments shall be equal to or greater than thirty-five percent (35% of the Maximum Facility Amount, (iv) no more than one (1) Commitment Reallocation may be requested in any Fiscal Quarter of Parent, (v) no Event of Default shall have occurred and be continuing either as of the date of such request or on the Commitment Reallocation Date (both immediately before and after giving effect to such Commitment Reallocation), (vi) any increase in Commitments under a Facility shall result in a dollar-for-dollar decrease in Commitments under another Facility as specified in the request (and if no Facility is specified, then such Facility as Agent shall determine), (vii) in no event shall the sum of all the Commitments exceed the aggregate amount of the Commitments then in effect, (viii) after giving effect to such Commitment Reallocation, no Overadvance would exist or would result therefrom and (ix) at least three (3) Business Days prior to the proposed Commitment Reallocation Date, a Senior Officer of Borrower Agent shall have delivered to Agent a certificate certifying as...
Commitment Reallocation
