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

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline Loans, the “Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (ii) the aggregate obligation of each 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 (A) the Commitment of that non-Defaulting Lender minus (B) the aggregate Outstanding Amount of the Revolving Loans of that Lender. 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 (Nv Energy, Inc.), Credit Agreement (Nv Energy, Inc.)

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Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline Loanspursuant to Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Default or Event of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), Default exists; and (ii) the aggregate obligation of each 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 (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Loans of that Lender. 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: Revolving Credit Agreement (MSCI Inc.), Revolving Credit Agreement (MSCI Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Swingline Loans and Letters of Credit or Swingline Loanspursuant to Section 2.04 and Section 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted provided that such conditions are satisfied at such time), and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not at any time exceed the positive difference, if any, of (A) the Revolving Commitment of that non-Defaulting Lender minus (B) the aggregate Outstanding Amount of the Revolving Loans Exposure of that Lender. No If the reallocation hereunder provided for in the preceding sentence cannot, or can only partially, be effected, the Borrower 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(1) first, including any claim of a non-Defaulting Lender as a result prepay the portion of such non-Defaulting Lender’s increased exposure following Swingline Exposure that has not been reallocated and (2) second, cash collateralize for the benefit of the Issuing Banks the portion of such reallocationDefaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.05(j) for so long as such unreallocated LC Exposure is outstanding.

Appears in 1 contract

Samples: Credit Agreement (GoHealth, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period in which there is a part of such Defaulting Lender, for purposes of computing 's participation in L/C Obligations and Swing Line Loans shall be reallocated among the amount of the obligation of each nonNon-Defaulting Lender Lenders in accordance with their respective Applicable Percentages (calculated without regard to acquire, refinance or fund participations in Letters of Credit or Swingline Loans, the “Percentage” of each non-such Defaulting Lender shall be computed without giving effect Lender's Commitment) but only to the Commitment of extent that Defaulting Lender; provided, that, (ix) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 4.03 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (iiy) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall such reallocation does not exceed the positive difference, if any, of (A) the Commitment of that non-Defaulting Lender minus (B) cause the aggregate Outstanding Amount of the Revolving Committed Loans of that any Non-Defaulting 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 Commitment. 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 (Biogen Idec Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline LoansLoans pursuant to Sections 2.02 and 2.09, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, the conditions set forth in Section 6.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), satisfied; and (ii) the aggregate obligation of each 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 (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Lender. No Subject to Section 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 1 contract

Samples: Credit Agreement (Sunoco LP)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Swingline Loans and Letters of Credit or Swingline Loanspursuant to Section 2.04 and Section 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted provided that such conditions are satisfied at such time), and (ii) the aggregate obligation of each non-non- Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not at any time exceed the positive difference, if any, of (A1) the Revolving Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Loans Exposure of that Lender. No If the reallocation hereunder provided for in the preceding sentence cannot, or can only partially, be effected, the Borrower 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(A) first, including any claim of a non-Defaulting Lender as a result prepay the portion of such non-Defaulting Lender’s increased exposure following Swingline Exposure that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks the portion of such reallocationDefaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.05(j) for so long as such unreallocated LC Exposure is outstanding.

Appears in 1 contract

Samples: Credit Agreement and Incremental Facility Agreement (GoHealth, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Swingline Loans and Letters of Credit or Swingline Loanspursuant to Section 2.04 and Section 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted provided that such conditions are satisfied at such time), and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not at any time exceed the positive difference, if any, of (A1) the Revolving Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Loans Exposure of that Lender. No If the reallocation hereunder provided for in the preceding sentence cannot, or can only partially, be effected, the Borrower 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(A) first, including any claim of a non-Defaulting Lender as a result prepay the portion of such non-Defaulting Lender’s increased exposure following Swingline Exposure that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks the portion of such reallocationDefaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.05(i) for so long as such unreallocated LC Exposure is outstanding.

Appears in 1 contract

Samples: Credit Agreement (Skyline Champion Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period in which there is a part of such Defaulting Lender, for purposes of computing ’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the amount of the obligation of each nonNon-Defaulting Lender Lenders in accordance with their respective Applicable Percentages (calculated without regard to acquire, refinance or fund participations in Letters of Credit or Swingline Loans, the “Percentage” of each non-such Defaulting Lender shall be computed without giving effect Lender’s Commitment) but only to the Commitment of extent that Defaulting Lender; provided, that, (iA) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Company shall have otherwise notified the Administrative Agent at such time, the Borrower Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (iiB) such reallocation does not cause any Non-Defaulting Lender’s Applicable Percentage of (1) the aggregate obligation of each nonTotal Outstandings to exceed such Non-Defaulting Lender to acquireLender’s Commitment, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (A2) the Commitment of that nonTotal U.S. Revolving Outstandings to exceed such Non-Defaulting Lender minus Lender’s U.S. Revolving Commitment and (B3) the aggregate Outstanding Amount of the Total Australian Revolving Loans of that Outstandings to exceed such Non-Defaulting Lender’s Australian Revolving Commitment. No Subject to Section 10.25, 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 nonNon-Defaulting Lender as a result of such nonNon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (MULTI COLOR Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline LoansSwing Line Loans pursuant to Sections 2.03 and 2.04, the “Applicable Percentage” of each nonNon-Defaulting Lender shall be computed without giving effect to the Commitment of that such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, the conditions set forth in Section 6.2 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 Borrower Agent shall be deemed to have represented and warranted that such conditions are satisfied at such time), ; and (ii) the aggregate obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (A1) the Commitment of that nonsuch Non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Loans of that such Lender. 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: Credit Agreement (Tidewater Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender under the Revolving Facility, 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 Swingline LoansAlternative Currency Risk Participations pursuant to Sections 2.02 and 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that such Defaulting Lender; provided, provided that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Event of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), Default exists; and (ii) the aggregate obligation of each such non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans Alternative Currency Risk Participations shall not exceed the positive difference, if any, of (A1) the Revolving Commitment of that such non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Committed Revolving Loans of that such Lender. No Subject to Section 10.20, 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 (Healthpeak Properties, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline Loanspursuant to Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, [(ix) each such reallocation shall be given effect only if, on the conditions set forth in Section 6.2 are satisfied at the time date of such reallocation (andreallocation, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), no Default or Event of Default exists; and (ii) y)] the aggregate obligation of each 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 (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Committed Loans of that Lender. No Subject to Section 10.20, 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 (Darden Restaurants Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Swing Line Loans pursuant to Section 2.04 or Letters of Credit or Swingline Loanspursuant to Section 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans or Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (A) the Commitment of that non-Defaulting Lender minus (B) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of that Lender. No Subject to Section 10.17, 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 nonNon-Defaulting Lender as a result of such nonNon-Defaulting LenderXxxxxx’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Medtronic PLC)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Revolving Lender which is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Revolving Lender which is not a Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loanspursuant to Section 2.3, the “Percentage” Revolving Loan Commitment Percentage of each non-Revolving Lender which is not a Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, if (i) the conditions set forth in Section 6.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrower Representative shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (ii) such reallocation would not cause the aggregate obligation principal amount of each any Revolving Lender which is not a Defaulting Lender's outstanding Revolving Loans and participation in Letter of Credit Liabilities at such time to exceed such 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 (A) the Commitment of that non-Defaulting Lender minus (B) the aggregate Outstanding Amount of the Lender's Revolving Loans of that LenderLoan Commitment. 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 (Lexington Realty Trust)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline Loanspursuant to Sections 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (ix) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Default or Event of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), Default exists; and (iiy) the aggregate obligation of each 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 (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Loans of that Lender. No 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 Lxxxxx having become a Defaulting Lender, including any claim of a nonNon-Defaulting Lender as a result of such nonNon-Defaulting LenderLxxxxx’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Ryman Hospitality Properties, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans or Letters of Credit or Swingline Loans, pursuant to Section 2.1(f) and Section 2.10(e) the “PercentageMulticurrency Revolver Pro Rata Share” of each nonNon-Defaulting Lender shall be computed without giving effect to the Multicurrency Revolving Commitment of that such Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Unmatured Event of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), Default or Event of Default exists and (ii) the aggregate obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (A) the Multicurrency Revolving Commitment of that nonNon-Defaulting Lender minus (B) the aggregate Outstanding Amount outstanding principal amount of the Multicurrency Revolving Loans of that Lender. No Subject to Section 12.26, 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 (Ball Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline LoansLoans pursuant to Sections 2.4 and 2.5, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted provided that such conditions are satisfied at such time), and (ii) the aggregate obligation of each 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 (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Lender. No Subject to Section 9.21, 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 nonNon-Defaulting Lender as a result of such nonNon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Borgwarner Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender that is a Revolving Credit Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender that is a Revolving Credit Lender to acquire, refinance or fund participations in Letters of Credit or Swingline LoansSwing Line Loans pursuant to Sections 2.03 and 2.04, the “Applicable Percentage” of the Revolving Credit Facility of each such non-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; provided, that on any date thereafter during such period, to the extent that such Default or Event of Default has -71- BOI-39221v8 been cured or waived, such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at occur on such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), later date; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (A1) the Revolving Credit Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Credit Loans of that Lender. 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 (WEX Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 make, or acquire, refinance or fund participations in, Swing Line Loans pursuant to Sections 2.07 or 2.08 (and subject to a Swing Line Lender’s discretion to provide Swing Line Loans in amounts greater than its MC Swing Line Commitment or USD Swing Line Commitment, as the case may be) or Letters of Credit or Swingline Loanspursuant to Sections 2.09, the “Applicable Percentage” of each such non-Defaulting Lender shall be computed from time to time without giving effect to the MC Commitment or USD Commitment, as applicable, of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of any such reallocation (andreallocation, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), no Default or Event of Default exists; and (ii) such reallocation does not cause the aggregate obligation Credit Exposure of each any such 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 (A) the Commitment of that such non-Defaulting Lender minus (B) the aggregate Outstanding Amount of the Revolving Loans of that Lender’s MC Commitment or USD Commitment, as applicable. 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 (Cme Group Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period in which there is a part of such Defaulting Lender, for purposes of computing ’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the amount of the obligation of each nonNon-Defaulting Lender Lenders in accordance with their respective Applicable Percentages (calculated without regard to acquire, refinance or fund participations in Letters of Credit or Swingline Loans, the “Percentage” of each non-such Defaulting Lender shall be computed without giving effect Lender’s Commitment) but only to the Commitment of extent that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall does not exceed the positive difference, if any, of (A) the Commitment of that non-Defaulting Lender minus (B) cause the aggregate Outstanding Amount of the Revolving Committed Loans of that such Non-Defaulting 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 Commitment. No Subject to Section 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 nonNon-Defaulting Lender as a result of such nonNon-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. 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 fund participations in Letters of Credit or Swingline LoansLoans pursuant to Sections 2.4 and 2.5, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted provided that such conditions are satisfied at such time), and (ii) the aggregate obligation of each 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 (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Lender. No Subject to Section 9.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender 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 (Borgwarner Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline LoansLoans pursuant to Sections 2.4 and 2.5, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted provided that such conditions are satisfied at such time), and (ii) the aggregate obligation of each 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 (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Lender. No Subject to Section 9.21, 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 (Borgwarner Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline LoansSwing 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 that Defaulting Lender; provided, that, provided that (iA) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Event of Default exists (or if an Event of Default then exists upon such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such timeEvent of Default being cured or waived), ; and (iiB) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (A1) the Revolving Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Loans of that Lender. 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 (Caci International Inc /De/)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline LoansLoans pursuant to Sections 2.02 and 2.09, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted provided that such conditions are satisfied at such time), and (ii) the aggregate obligation of each 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 (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Lender. No Subject to Section 10.21, 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 (Energy Transfer LP)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline LoansSwing 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 that such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Event of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Swing Line Loans and Alternative Currency Risk Participations shall not exceed the positive difference, if any, of (A1) the Revolving Commitment of that such non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Committed Revolving Loans of that such Lender. No Subject to Section 10.20, 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 (Hcp, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline LoansAdvances pursuant to Sections 2.03 and 2.04, the “Percentage” Commitment Percentage of each nonNon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Unmatured Default or Event of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), Default exists; and (ii) the aggregate obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans Advances shall not exceed the positive difference, if any, of (A1) the Commitment of that nonNon-Defaulting Lender minus (B2) the aggregate Outstanding Amount sum of the Revolving Loans Outstanding Credits, Swingline Outstandings and LC Outstandings of that Lender. No Subject to Section 8.15, 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 nonNon-Defaulting Lender as a result of such nonNon-Defaulting Lender’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit Agreement (Baltimore Gas & Electric Co)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period in which there is a part of such Defaulting Lender, for purposes ’s participation in LIC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of computing the amount of the obligation of each nonany Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans, the “Percentage” of each nonexceed such Non-Defaulting Lender shall be computed without giving effect Lender’s Commitment. Subject to the Commitment of that Defaulting Lender; providedSection 11.20, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (ii) the aggregate obligation of each 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 (A) the Commitment of that non-Defaulting Lender minus (B) the aggregate Outstanding Amount of the Revolving Loans of that Lender. 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 2.5. In Section 2.16(i)(i) the phrase “and shall not be later than the earliest maturity date of any Tranche B Term Facility” is deleted. 2.6. In Section 2.16(i)(ii) the phrase “and shall not be longer than the remaining Weighted Average Life of any Tranche B Term Facility” is deleted. 2.7. A new Section 6.27 is inserted to read as follows:

Appears in 1 contract

Samples: Credit Agreement (Acadia Healthcare Company, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline LoansSwing Line Loans pursuant to Sections 2.03 and 2.04, the “PercentagePro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Default or Event of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Committed Loans of that Lender. No reallocation hereunder shall constitute a waiver or release of So long as any claim of any party hereunder against a Defaulting Lender arising from that Lender having become is a Defaulting Lender, including the Swing Line Lender shall not be required to fund any claim Swing Line Loan unless it is satisfied that the related exposure will be 100% covered by the Commitments of a the non-Defaulting Lender as a result of Lenders and/or Cash Collateralized in accordance with this Section (and participating interests in any such newly made Swing Line Loan shall be allocated among non-Defaulting Lender’s increased exposure following such reallocationLenders in a manner consistent with this Section (and Defaulting Lenders shall not participate therein).

Appears in 1 contract

Samples: Credit Agreement (International Game Technology)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline LoansSwing Line Loans pursuant to Sections 2.04 and 2.05, the “Applicable Percentage” of each nonNon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, provided that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (andreallocation, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), no Default or Event of Default exists; and (ii) the aggregate obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Committed Loans of that Lender. 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 (Lowes Companies Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 make, or acquire, refinance or fund participations in, Swing Line Loans pursuant to Sections 2.07 or 2.08 (and subject to a Swing Line Lender’s discretion to provide Swing Line Loans in amounts greater than its MC Swing Line Commitment or USD Swing Line Commitment, as the case may be) or Letters of Credit or Swingline Loanspursuant to Sections 2.09, the “Applicable Percentage” of each such non-Defaulting Lender shall be computed from time to time without giving effect to the MC Commitment or USD Commitment, as applicable, of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of any such reallocation (andreallocation, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), no Default or Event of Default exists; and (ii) such reallocation does not cause the aggregate obligation Credit Exposure of each any such 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 (A) the Commitment of that such non-Defaulting Lender minus (B) the aggregate Outstanding Amount of the Revolving Loans of that Lender’s MC Commitment or USD Commitment, as applicable. No Subject to Section 9.18, 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 (Cme Group Inc.)

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Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline LoansLoans pursuant to Sections 2.02 and 2.09, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (ii) the aggregate obligation of each 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 (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Lender. No Subject to Section 10.21, 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 (Energy Transfer Partners, L.P.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period in which there is a part of such Defaulting Lender, for purposes ’s participation in Letter of computing Credit Obligations will be reallocated among the amount of the obligation of each nonNon-Defaulting Lender Lenders in accordance with their respective Applicable Percentages (calculated without regard to acquire, refinance or fund participations in Letters of Credit or Swingline Loans, the “Percentage” of each non-such Defaulting Lender shall be computed without giving effect Lender’s Commitment) but only to the Commitment of that Defaulting Lender; provided, extent that, : (ix) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 7.02 are satisfied at the time of such reallocation (and, unless the Borrower shall Parties have otherwise notified the Administrative Agent at such time, the Borrower shall be Parties are hereby deemed to have represented and warranted at such time that such conditions are satisfied at such timesatisfied), ; and (iiy) such reallocation does not cause the aggregate obligation Revolving Credit Exposure of each nonany 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 (A) the Commitment of that nonsuch Non-Defaulting Lender minus (B) the aggregate Outstanding Amount of the Revolving Loans of that Lender’s Commitment. No Subject to Section 13.21, 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 Xxxxxx 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: Revolving Credit Agreement (J.P. Morgan Real Estate Income Trust, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline LoansSwing 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; provided, that, provided that (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Default or Event of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Committed Loans of that Lender. No 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 (Idex Corp /De/)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline Loanspursuant to Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Default or Event of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), Default exists; and (ii) the aggregate obligation of each 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 (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Loans of that Lender. 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: Revolving Credit Agreement (MSCI Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, (A) the LC Exposure and Swing Line Exposure (if any) of such Defaulting Lender will be reallocated (effective no later than one Business Day after the Senior Facility Agent has actual knowledge that such Lender has become a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Commitments (calculated as if the Defaulting Lender’s Revolving Commitment was reduced to zero and each Non-Defaulting Lender’s Revolving Commitment had been increased proportionately); provided that the sum of such Non-Defaulting Lender’s exposure may not in any event exceed the Revolving Commitment of such Lender as in effect at the time of such reallocation; and (B) for purposes of computing the amount of the obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline LoansSwing Line Loans pursuant to Section 2.04 and 2.05, the “Applicable Percentage” of each nonNon-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Default or Event of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), Default exists; and (ii) the aggregate obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (A1) the Revolving Commitment of that nonNon-Defaulting Lender minus (B) the aggregate Outstanding Amount of the Revolving Loans of that Lender. 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.minus

Appears in 1 contract

Samples: Senior Revolving Credit and Guaranty Agreement (Sabine Pass Liquefaction, LLC)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline LoansSwing 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 that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (anddate the applicable Lender becomes a Defaulting Lender, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), no Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Committed Loans of that Lender. 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 (Mohawk Industries Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Swing Line Loans or Fronted Letters of Credit or Swingline Loanspursuant to Section 2.04 and Section 2.03(c), respectively, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that such Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender the conditions set forth in Section 6.2 4.02(a) (as if a new Letter of Credit were being requested) and Section 4.02(b) are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (ii) the aggregate obligation of each non-Defaulting Lender to issue, acquire, refinance or fund participations in Fronted Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (A) the Commitment of that non-Defaulting Lender minus (B) the aggregate Outstanding Amount outstanding principal amount of the Revolving Loans of that Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against Solely to the extent that a Defaulting Lender arising from that Lender having become is a Defaulting LenderParticipating Bank with respect to any Several Letter of Credit, including any claim the foregoing provisions with respect to the obligations of a non-Defaulting Lenders to acquire or fund participations in Fronted Letters of Credit from the Fronting Bank for such Fronted Letter of Credit shall be applicable mutatis mutandis to the determination of their obligations to acquire or fund participations in such Several Letter of Credit from the Lender which acted as a result Fronting Bank for such Defaulting Lender with respect to such Several Letter of such Credit (i.e., subject to the proviso above, the non-Defaulting Lender’s increased exposure following Lenders shall be obligated to acquire or fund such reallocationparticipations from the applicable Fronting Bank to the extent of their Applicable Percentages (as adjusted hereby) of the obligations of such Defaulting Lender to the applicable Fronting Bank in respect of such Several Letter of Credit).

Appears in 1 contract

Samples: Credit Agreement (Torchmark Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period in which there is a part of such Defaulting Lender, for purposes of computing ’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the amount of the obligation of each nonNon-Defaulting Lender Lenders in accordance with their respective Applicable Percentages (calculated without regard to acquire, refinance or fund participations in Letters of Credit or Swingline Loans, the “Percentage” of each non-such Defaulting Lender shall be computed without giving effect Lender’s Revolving Loan Commitment) but only to the Commitment of extent that Defaulting Lender; provided, that, (ix) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (iiy) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall such reallocation does not exceed the positive difference, if any, of (A) the Commitment of that non-Defaulting Lender minus (B) cause the aggregate Outstanding Amount of the Obligations of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Loans of that LenderLoan Commitment. 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 nonNon-Defaulting Lender as a result of such nonNon-Defaulting LenderXxxxxx’s increased exposure following such reallocation.. DB1/ 133985272.1133985272.4 ​ ​

Appears in 1 contract

Samples: Credit Agreement (LL Flooring Holdings, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender under the Revolving Facility, 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 Swingline LoansAlternative 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 that such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Event of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), Default exists; and (ii) the aggregate obligation of each such non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans Alternative Currency Risk Participations shall not exceed the positive difference, if any, of (A1) the Revolving Commitment of that such non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Committed Revolving Loans of that such Lender. No Subject to Section 10.20, 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 (Hcp, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline Loans, Swing Line Loans pursuant to Sections 2.03 and 2.04 the “Percentage” Applicable Percentage of each non-Defaulting Lender shall that is a Revolving Lender will be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (iA) each such reallocation shall will be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Revolving Lender becomes a Defaulting Lender, no Default or Event of Default exists and (B) each such reallocation (andwill be given effect only to the extent that, unless the Borrower shall have otherwise notified the Administrative Agent at after giving effect to such timereallocation, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters Lender’s Applicable Percentage of Credit and Swingline Loans shall the Defaulting Lender’s aggregate Fronting Exposure will not exceed the positive difference, if any, of (A1) the Commitment of that non-Defaulting Lender minus (B2) the sum of (x) the aggregate Outstanding Amount of the Revolving Loans of that Lender. 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 non-Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such (y) that non-Defaulting Lender’s increased exposure following such reallocationApplicable Percentage of the then Outstanding Amount of any L/C Obligations, and (z) that non-Defaulting Lender’s Applicable Percentage of the then Outstanding Amount of any Swing Line Loans.

Appears in 1 contract

Samples: Credit Agreement (Restoration Hardware Holdings Inc)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline Loanspursuant to Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment or Dollar Tranche Commitment, as applicable, of that such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted provided that such conditions are satisfied at such time), and (ii) the aggregate obligation of each 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 (A1) the Dollar Tranche Commitment of that such non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Loans of that such Lender. No Subject to Section 10.23, 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 and Guaranty Agreement (Ventas, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Lender which is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Lender which is not a Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loanspursuant to Section 2.3, the “Percentage” Commitment Percentage of each non-Lender which is not a Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, if (i) the conditions set forth in Section 6.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (ii) such reallocation would not cause the aggregate obligation principal amount of each any Revolving Lender which is not a Defaulting Lender’s outstanding Revolving Loans and participation in Letter of Credit Liabilities at such time to exceed such 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 (A) the Commitment of that non-Defaulting Lender minus (B) the aggregate Outstanding Amount of the Revolving Loans of that Lender’s Commitment. 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 (Epr Properties)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Swing Line Loans pursuant to Section 2.04 or Letters of Credit or Swingline Loanspursuant to Section 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans or Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (A) the Commitment of that non-Defaulting Lender minus (B) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of that Lender. No Subject to Section 10.17, 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 (Medtronic PLC)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline Loanspursuant to Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment or Dollar Tranche Commitment, as applicable, of that such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted provided that such conditions are satisfied at such time), and (ii) the aggregate obligation of each 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 (A1) the Dollar Tranche Commitment of that such non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Loans of that such Lender. No Subject to Section 10.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Lxxxxx having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting LenderLxxxxx’s increased exposure following such reallocation.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Ventas, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline LoansLoans pursuant to Sections 2.5 and 3, the “Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time date the applicable Lender becomes a Defaulting Lender, no Default or Event of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), Default exists; and (ii) the aggregate obligation of each 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 (A1) the Commitment of that non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Loans and extensions of credit of that Lender. No If the reallocation described above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder shall constitute a waiver or release under applicable Requirements of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting LenderLaw, including any claim of a non-Defaulting Lender as a result of such non-Defaulting (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s increased exposure following such reallocationFronting Exposure and (y) second, Cash Collateralize the Issuing Lender’s Fronting Exposure in accordance with the procedures set forth in Section 2.23.

Appears in 1 contract

Samples: Credit Agreement (National Financial Partners Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline Loanspursuant to Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that such Defaulting LenderLender in either the numerator or the denominator; provided, that, (i) each such reallocation shall be given effect only ifin all cases, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (ii) the aggregate obligation of each 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 between (A1) the Commitment of that such non-Defaulting Lender minus and (B2) the aggregate Outstanding Amount of the Incremental Revolving Loans of that Lender. 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 such Lender, including any claim of a non-Defaulting Lender as a result of plus such non-Defaulting Lender’s increased exposure following Applicable Percentage of the Outstanding Amount of all other L/C Obligations (prior to giving effect to such reallocation.). For avoidance of doubt, this Section 2.18(c) will operate for the benefit of the L/C Issuer notwithstanding the fact that a Letter of Credit is issued at the time that one or more Defaulting Lenders exist hereunder (regardless of whether the L/C Issuer has notice thereof). Notwithstanding any provision contained herein to the contrary, during any period

Appears in 1 contract

Samples: Credit Agreement (Peabody Energy Corp)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline Loanspursuant to Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment or Dollar Tranche Commitment, as applicable, of that such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted provided that such conditions are satisfied at such time), and (ii) the aggregate obligation of each 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 (A1) the Dollar Tranche Commitment of that such non-Defaulting Lender minus (B2) the aggregate Outstanding Amount of the Revolving Loans of that such Lender. No Subject to Section 10.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender 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 and Guaranty Agreement (Ventas, Inc.)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. 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 fund participations in Letters of Credit or Swingline Loanspursuant to Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that such Defaulting LenderLender in either the numerator or the denominator; provided, that, (i) each such reallocation shall be given effect only ifin all cases, the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (ii) the aggregate obligation of each 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 between (A1) the Commitment of that such non-Defaulting Lender minus and (B2) the aggregate Outstanding Amount of the Incremental Revolving Loans of that Lender. 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 such Lender, including any claim of a non-Defaulting Lender as a result of plus such non-Defaulting Lender’s increased exposure following Applicable Percentage of the Outstanding Amount of all other L/C Obligations (prior to giving effect to such reallocation). For avoidance of doubt, this Section 2.18(c) will operate for the benefit of the L/C Issuer notwithstanding the fact that a Letter of Credit is issued at the time that one or more Defaulting Lenders exist hereunder (regardless of whether the L/C Issuer has notice thereof). Notwithstanding any provision contained herein to the contrary, during any period in which a Default or Event of Default has occurred and is continuing the provisions of this Section 2.18(c) shall not apply.

Appears in 1 contract

Samples: Credit Agreement (Peabody Energy Corp)

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