Common use of Commitment Reallocation Clause in Contracts

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 to compliance with preceding clauses (v), (vii) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of Borrower Agent on and as of the Commitment Reallocation Date. (b) Agent shall promptly inform the Lenders of the affected Facilities of any request for a Commitment Reallocation. If the conditions set forth in this Section 2.1.10 are not satisfied on the applicable Commitment Reallocation Date (or, to the extent such conditions relate to an earlier date, such earlier date), Agent shall notify the Borrower Agent in writing that the requested Commitment Reallocation will not be effectuated; provided, that, (A) Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by Borrower Agent pursuant to Section 2.1.10 (a) (ix) in making its determination as to the satisfaction of certain conditions set forth in Section 2.1.10 (a) Each Commitment Reallocation shall be effectuated in accordance with the respective Pro Rata shares of each Lender under each relevant Facility. On each Commitment Reallocation Date, Agent shall notify the Lenders of the affected Facility, the Borrower Agent and Agent, if applicable, on or before 3:00 p.m., Local Time, by facsimile, e-mail or other electronic means, of the occurrence of the Commitment Reallocation to be effected on such Commitment Reallocation Date, the amount of the Loans held by each such Lender as a result thereof and the amount of the affected Commitments of each such Lender as a result thereof. To the extent necessary where a Lender under one Facility and its separate Affiliate or branch that is a Lender under another Facility are participating in a Commitment Reallocation, the Commitment Reallocation among such Persons shall be deemed to have been consummated pursuant to an Assignment and Acceptance. The respective Pro Rata shares of the Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto), and Agent and the affected Lenders shall make such adjustments as Agent shall deem necessary so that the outstanding Loans and LC Exposure of each Lender equals its Pro Rata share thereof after giving effect to the Commitment Reallocation. (c) Notwithstanding anything to the contrary, this Section 2.1.10 shall supersede any provisions in Section 14.1 to the contrary.

Commitment Reallocation. (a) Subject Parent may, from time to time (but not more than once per fiscal quarter, unless otherwise agreed by the terms and conditions of this Section 2.1.10Agent), Borrower Agent may request that (i) Lenders under with Tranche A U.S. Revolver Commitments convert a Facility change the then current allocation portion of such Tranche A U.S. Revolver Commitments to Tranche A Multicurrency Revolver Commitments, or that (ii) Lenders with Tranche A Multicurrency Revolver Commitments convert all or a portion of their Tranche A Multicurrency Revolver Commitments to Tranche A U.S. Revolver Commitments, all pursuant to procedures to be specified by Agent (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 (eachconversion, a “Commitment Reallocation”). In addition to the other conditions set forth in this Section 2.1.10, any such Each Commitment Reallocation shall be subject offered to the following conditions: (i) Borrower Agent applicable Lenders ratably; provided that no Lender shall have provided be obligated 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 agree to any such Commitment Reallocation, in which case such Commitment Reallocation shall not apply to the US Revolver Commitments shall be equal to or greater than thirtyof any such non-five percent (35% consenting Lender. Each of the Maximum Facility Amountparties hereto agrees that Agent may, (iv) no more than one (1) Commitment Reallocation in consultation with Parent, take any and all actions as may be requested in reasonably necessary to ensure that, upon the effectiveness of 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 the outstanding Revolving Loans shall be held by the Lenders in accordance with their new Pro Rata Shares. This may be accomplished at the discretion of Agent, in consultation with Parent, by causing the applicable Borrowers to prepay outstanding Revolving Loans with the proceeds of new Revolving Loans to be made in accordance with the Lenders’ new Pro Rata Shares or would result therefrom any other method acceptable to Agent and (ix) at least three (3) Business Days prior Parent. Any such prepayment shall be subject to Section 2.13 but otherwise without premium or penalty. Parent shall deliver on the effective date of any Commitment Reallocation, and it shall be a condition precedent to the proposed Commitment Reallocation Dateeffectiveness thereof, a Senior Officer of Borrower Agent shall have delivered to Agent a certificate certifying that (x) the representations and warranties made by each Loan Party contained in this Agreement and the other Loan Documents are true and correct in all material respects (and any representation and warranty that is qualified as to compliance with preceding clauses (v), (viimateriality or Material Adverse Effect is true and correct in all respects) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of Borrower Agent on and as of the Commitment Reallocation Date. (b) Agent shall promptly inform the Lenders such effective date as though made on and as of the affected Facilities of any request for a Commitment Reallocation. If the conditions set forth in this Section 2.1.10 are not satisfied on the applicable Commitment Reallocation Date (or, to the extent such conditions relate to an earlier effective date, other than any such earlier representation or warranty which relates to a specified prior date and (y) as of such effective date), Agent shall notify the Borrower Agent in writing that the requested Commitment Reallocation will not be effectuated; providedno Default or Event of Default has occurred and is continuing, that, (A) Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by Borrower Agent pursuant to Section 2.1.10 (a) (ix) in making its determination as to the satisfaction of certain conditions set forth in Section 2.1.10 (a) Each Commitment Reallocation shall be effectuated in accordance with the respective Pro Rata shares of each Lender under each relevant Facility. On each Commitment Reallocation Date, Agent shall notify the Lenders of the affected Facility, the Borrower Agent and Agent, if applicable, on or before 3:00 p.m., Local Time, by facsimile, e-mail or other electronic means, of the occurrence of the Commitment Reallocation to be effected on would result from such Commitment Reallocation Date, the amount of the Loans held by each such Lender as a result thereof and the amount of the affected Commitments of each such Lender as a result thereof. To the extent necessary where a Lender under one Facility and its separate Affiliate or branch that is a Lender under another Facility are participating in a Commitment Reallocation, the Commitment Reallocation among such Persons shall be deemed to have been consummated pursuant to an Assignment and Acceptance. The respective Pro Rata shares of the Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto), and Agent and the affected Lenders shall make such adjustments as Agent shall deem necessary so that the outstanding Loans and LC Exposure of each Lender equals its Pro Rata share thereof after giving effect to the Commitment Reallocation. (c) Notwithstanding anything to the contrary, this Section 2.1.10 shall supersede any provisions in Section 14.1 to the contrary.

Commitment Reallocation. (a) Subject Upon giving effect to this Agreement on 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 2.1.10Second Amendment Effective Date, any such Commitment Reallocation shall be subject to Loans outstanding under the following conditions: Credit Agreement (i) Borrower Agent shall have provided to Agent a written request (as in reasonable detail) at least five (5) Business Days (or such shorter notice as Agent may agree) effect immediately prior to the requested effective Second Amendment Effective Date) shall be reallocated among the Lenders in accordance with their respective Credit Exposure, with such reallocations to be effected on the date therefor (which effective date must be a Business Day) hereof, including through the funding of replacement Loans by certain Lenders (the “Commitment Reallocation DateNew Lenders”) setting forth and/or the proposed Commitment Reallocation Date and paydown of a portion of the principal amount of certain existing Loans to certain Lenders (with this Agreement satisfying any notice required by the terms of the Credit Agreement), in each case, in the amounts and each Facility to be subject to the proposed reallocations to be effectedset forth on Schedule 1 hereto, (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 that after giving effect to such Commitment Reallocation)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 outstanding Loans on and after the Second Amendment Effective Date shall equal the aggregate outstanding Loans prior to the effectiveness of this Agreement, and each Lender’s pro rata share of the Commitments then Loans shall equal such Xxxxxx’s pro rata share of the Commitments. Each of the Lenders and Loan Parties party hereto hereby (i) authorize and direct the Administrative Agent to effect such reallocation, notwithstanding that such loans may be made, or such loans may be repaid, as applicable, on a non-pro rata basis and (ii) acknowledge and agree that (x) accrued and unpaid interest on the Loans outstanding under the Credit Agreement, which have accrued to but excluding the Second Amendment Effective Date, shall be paid on the Second Amendment Effective Date to the Lenders of such Loans outstanding under the Credit Agreement as in effect, effect immediately prior to the Second Amendment Effective Date and (viiiy) interest amounts which have accrued from and after the Second Amendment Effective Date will be payable to the Lenders of the Loans outstanding under the Amended Credit Agreement (after giving effect to such Commitment Reallocation, no Overadvance would exist or would result therefrom and (ixthe reallocation contemplated hereby) at least three (3) Business Days prior to on the proposed Commitment Reallocation next succeeding Interest Payment Date, a Senior Officer of Borrower Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (v), (vii) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of Borrower Agent on and as of one month from the Commitment Reallocation Second Amendment Effective Date. (b) Agent Upon the effectiveness of this Agreement, any Non-Consenting Lenders shall promptly inform cease to be a Lender under the Lenders of the affected Facilities of any request for a Commitment Reallocation. If the conditions set forth in this Section 2.1.10 are not satisfied on the applicable Commitment Reallocation Date (orAmended Credit Agreement, to the extent such conditions relate to an earlier date, such earlier date), Agent shall notify the Borrower Agent in writing that the requested Commitment Reallocation will not be effectuated; provided, that, (A) Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by Borrower Agent pursuant to Section 2.1.10 (a) (ix) in making its determination as to the satisfaction of certain conditions set forth in Section 2.1.10 (a) Each Commitment Reallocation shall be effectuated in accordance with the respective Pro Rata shares of each Lender under each relevant Facility. On each Commitment Reallocation Date, Agent shall notify the Lenders Section 4.12(b)(vi) of the affected Facility, the Borrower Agent and Agent, if applicable, on or before 3:00 p.m., Local Time, by facsimile, e-mail or other electronic means, of the occurrence of the Commitment Reallocation to be effected on such Commitment Reallocation Date, the amount of the Loans held by each such Lender as a result thereof and the amount of the affected Commitments of each such Lender as a result thereof. To the extent necessary where a Lender under one Facility and its separate Affiliate or branch that is a Lender under another Facility are participating in a Commitment Reallocation, the Commitment Reallocation among such Persons shall be deemed to have been consummated pursuant to an Assignment and Acceptance. The respective Pro Rata shares of the Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto), and Agent and the affected Lenders shall make such adjustments as Agent shall deem necessary so that the outstanding Loans and LC Exposure of each Lender equals its Pro Rata share thereof after giving effect to the Commitment ReallocationAmended Credit Agreement. (c) Notwithstanding anything to the contrary, this Section 2.1.10 shall supersede any provisions in Section 14.1 to the contrary.

Commitment Reallocation. (a) Subject Notwithstanding anything in this Amendment, the Restated Credit Agreement or the Amended Credit Agreement to the terms and conditions of contrary, (i) each Lender party to 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 Amendment (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 DateContinuing Lender”) setting forth the proposed Commitment Reallocation Date acknowledges and the amounts and each Facility to be subject to the proposed reallocations to be effectedagrees that, (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 to compliance with preceding clauses (v), (vii) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of Borrower Agent 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 Reallocation Datein 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) Agent shall promptly inform Notwithstanding anything in this Amendment, the Lenders Restated Credit Agreement or the Amended Credit Agreement to the contrary, on and as of the affected Facilities Amendment No. 4 Effective Date, (i) the “Revolving Credit Commitment” of any request for each “Lender” (in each case, as defined in the Restated Credit Agreement) that is not a Commitment Reallocation. If Continuing Lender (each, a “Non- Continuing Lender”) shall terminate, and each Non-Continuing Lender shall cease to be a Lender hereunder and under the conditions set forth in this Section 2.1.10 are not satisfied on the applicable Commitment Reallocation Date (or, to the extent such conditions relate to an earlier date, such earlier date), Agent Restated Credit Agreement and shall notify the Borrower Agent in writing that the requested Commitment Reallocation will not be effectuated; provideda 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, (A) Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by Borrower Agent pursuant to Section 2.1.10 (a) (ix) in making its determination and as to the satisfaction of certain conditions set forth in Section 2.1.10 (a) Each Commitment Reallocation shall be effectuated in accordance with the respective Pro Rata shares of each Lender under each relevant Facility. On each Commitment Reallocation Date, Agent shall notify the Lenders of the affected Facility, the Borrower Agent and Agent, if applicable, on or before 3:00 p.m., Local Time, by facsimile, e-mail or other electronic means, of the occurrence of the Commitment Reallocation to be effected on such Commitment Reallocation Amendment No. 4 Effective Date, the amount of Revolving Credit Commitments hereunder and under the Loans held by each such Lender as a result thereof and the amount of the affected Commitments of each such Lender as a result thereof. To the extent necessary where a Lender under one Facility and its separate Affiliate or branch that is a Lender under another Facility are participating in a Commitment Reallocation, the Commitment Reallocation among such Persons Amended Credit Agreement shall be deemed to have been consummated pursuant to an Assignment and Acceptance. The respective Pro Rata shares of the Lenders shall thereafter, to the extent applicable, be determined based as set forth on such reallocated amounts (subject to any subsequent changes thereto)Exhibit B, and Agent (iii) all Loans, participations in L/C Obligations and Swing Line Loans shall be reallocated pro rata among the affected Continuing Lenders shall make such adjustments as Agent shall deem necessary so that on the outstanding Loans and LC Exposure of each Lender equals its Pro Rata share thereof Amendment No. 4 Effective Date after giving effect to the Commitment Reallocationtermination of commitments contemplated in clause (i) above. (c) Notwithstanding anything to the contrary, this Section 2.1.10 shall supersede any provisions in Section 14.1 to the contrary.