Common use of Reallocation of Loans Clause in Contracts

Reallocation of Loans. Notwithstanding anything to the contrary herein, (i) in connection with the reduction or termination of any Non-Extending Lender’s Commitments in accordance with Section 2.08(f) on any date prior to the Non-Extended Commitment Termination Date for such Non-Extending Lender, the Borrower shall be permitted to request a Loan to be made ratably among the Extending Lenders and Non-Extending Lenders for which the Non-Extended Commitment Termination Date shall not have occurred who are in the same Class of Commitment as such Non-Extending Lender in accordance with the provisions of Sections 2.02, 2.03 and 2.17(c) in an amount up to the amount by which such Non-Extending Lender’s Revolving Dollar Credit Exposure or Revolving Multicurrency Credit Exposure, as applicable, would otherwise exceed such Non-Extending Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as applicable, of the Dollar Credit Exposure or Multicurrency Credit Exposure, as applicable, after giving effect to such Commitment reduction or termination and (ii) on any date following the Non-Extended Commitment Termination Date for any Non-Extending Lender until the Extended Commitment Termination Date, the Borrower shall be permitted to request a Loan to be made ratably among the Extending Lenders and Non-Extending Lenders for which the Non-Extended Commitment Termination Date shall not have occurred who are in the same Class of Commitment as such Non-Extending Lender in accordance with Sections 2.02, 2.03 and 2.17(c) in an amount up to the Revolving Credit Exposure of each Non-Extending Lender for which the Non-Extended Commitment Termination Date shall have occurred, in each case of the foregoing clauses (i) and (ii), so long as (x) the conditions set forth in Section 4.02 are satisfied (and, unless Borrower shall have otherwise notified the Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), (y) such Borrowing does not cause (I) the aggregate Revolving Credit Exposure of any Extending Lender to exceed such Extending Lender’s Commitment, (II) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders with Dollar Commitments then in effect to exceed the aggregate Dollar Commitments at such time or (III) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders with Multicurrency Commitments then in effect to exceed the aggregate Multicurrency Commitments at such time and (z) the proceeds of any such Loan are applied solely to reduce the Revolving Credit Exposure of the applicable Non-Extending Lender or Non-Extending Lenders, as applicable.

Reallocation of Loans. Notwithstanding anything Upon the acceleration of the Loans, the foreclosure on any Liens securing the Obligations, the exercise of any other contractual remedies granted under the Loan Documents by the Administrative Agent or any Lenders or the occurrence of an Event of Default pursuant to Section 9.1(e), (x) to the contrary herein, (i) in connection with extent that the reduction or termination of any Non-Extending Lender’s Commitments in accordance with Section 2.08(f) on any date prior to the Non-Extended Commitment Termination Date for such Non-Extending Lender, the Borrower shall be permitted to request a Loan to be made ratably among the Extending Lenders and Non-Extending Lenders for which the Non-Extended Commitment Termination Date shall not have occurred who are in the same Class of Commitment as such Non-Extending Lender in accordance with the provisions of Sections 2.02, 2.03 and 2.17(c) in an amount up to the amount by which such Non-Extending Lender’s outstanding Revolving Dollar Credit Exposure or Revolving Multicurrency Credit Exposure, as applicable, would otherwise exceed such Non-Extending Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as applicable, of the Dollar Credit Exposure or Multicurrency Credit Exposure, as applicable, after giving effect to such Commitment reduction or termination and (ii) on any date following the Non-Extended Commitment Termination Date for any Non-Extending Lender until the Extended Commitment Termination Date, the Borrower shall be permitted to request a Loan to be made ratably among the Extending Lenders and Non-Extending Lenders for which the Non-Extended Commitment Termination Date shall not have occurred who are in the same Class of Commitment as such Non-Extending Lender in accordance with Sections 2.02, 2.03 and 2.17(c) in an amount up to the Revolving Credit A Exposure of each Non-Extending Revolving A Lender for which the Non-Extended Commitment Termination Date shall have occurred, in each case is not equal to its Pro Rata Share of the foregoing clauses (i) and (ii)Commitments A, so long as (x) the conditions set forth in Section 4.02 are satisfied (and, unless Borrower shall have otherwise notified the Administrative Agent at such time, Borrower Working Capital Lenders shall be deemed to have represented and warranted that such conditions are satisfied at such timepurchased ratably from all other Revolving A Lenders (the “Other A Lenders”), without recourse or warranty, a portion of the Revolving A Loans and participations in Swing Loans held by the Other A Lenders (or to the extent not permitted by law, an undivided interest and participation in the Revolving A Loans and participations in Swing Loans held by the Other A Lenders) to the extent necessary such that the Revolving A Loans are held ratably by all Revolving A Lenders and the participations in Swing Loans are held ratably by all Revolving A Lenders in accordance with portion of the outstanding Swing Loans that each Revolving A Lender could be required to refinance under Section 2.3 absent such Event of Default and (y) such Borrowing does not cause (I) to the aggregate extent that the outstanding Revolving Credit B Exposure of any Extending each Revolving B Lender is not equal to exceed such Extending Lender’s Commitment, (II) the aggregate Revolving Dollar Credit Exposure of all its Pro Rata Share of the Dollar Commitments B, the Working Capital Lenders with Dollar Commitments then in effect shall be deemed to exceed have purchased ratably from all other Revolving B Lenders (the aggregate Dollar Commitments at such time “Other B Lenders”), without recourse or (III) the aggregate Revolving Multicurrency Credit Exposure of all warranty, a portion of the Multicurrency Revolving B Loans held by the Other B Lenders with Multicurrency Commitments then (or to the extent not permitted by law, an undivided interest and participation in effect the Revolving B Loans held by the Other B Lenders) to exceed the aggregate Multicurrency Commitments at extent necessary such time and (z) that the proceeds Revolving B Loans are held ratably by all Revolving B Lenders. Upon receipt by any Other A Lender or Other B Lender of any such Loan are applied solely payment with respect to reduce any portion of the Revolving Credit Exposure of Loans or participations in Swing Loans sold or participated out to the applicable Non-Extending Working Capital Lenders pursuant to this Section 2.4, such Other A Lender or Non-Extending LendersOther B Lender, as applicablethe case may be, shall promptly pay over to such Working Capital Lender all payments of principal, interest and fees received by such Other A Lender or the Other B Lender with respect to such portion.

Reallocation of Loans. Notwithstanding anything Upon the acceleration of the Loans, the foreclosure on any Liens securing the Obligations, the exercise of any other contractual remedies granted under the Loan Documents by the Administrative Agent or any Lenders or the occurrence of an Event of Default pursuant to Section 9.1(e), (x) to the contrary herein, (i) in connection with extent that the reduction or termination of any Non-Extending Lender’s Commitments in accordance with Section 2.08(f) on any date prior to the Non-Extended Commitment Termination Date for such Non-Extending Lender, the Borrower shall be permitted to request a Loan to be made ratably among the Extending Lenders and Non-Extending Lenders for which the Non-Extended Commitment Termination Date shall not have occurred who are in the same Class of Commitment as such Non-Extending Lender in accordance with the provisions of Sections 2.02, 2.03 and 2.17(c) in an amount up to the amount by which such Non-Extending Lender’s outstanding Revolving Dollar Credit Exposure or Revolving Multicurrency Credit Exposure, as applicable, would otherwise exceed such Non-Extending Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as applicable, of the Dollar Credit Exposure or Multicurrency Credit Exposure, as applicable, after giving effect to such Commitment reduction or termination and (ii) on any date following the Non-Extended Commitment Termination Date for any Non-Extending Lender until the Extended Commitment Termination Date, the Borrower shall be permitted to request a Loan to be made ratably among the Extending Lenders and Non-Extending Lenders for which the Non-Extended Commitment Termination Date shall not have occurred who are in the same Class of Commitment as such Non-Extending Lender in accordance with Sections 2.02, 2.03 and 2.17(c) in an amount up to the Revolving Credit A Exposure of each Non-Extending Revolving A Lender for which the Non-Extended Commitment Termination Date shall have occurred, in each case is not equal to its Pro Rata Share of the foregoing clauses (i) and (ii)Commitments A, so long as (x) the conditions set forth in Section 4.02 are satisfied (and, unless Borrower shall have otherwise notified the Administrative Agent at such time, Borrower Working Capital Lenders shall be deemed to have represented and warranted that such conditions are satisfied at such timepurchased ratably from all other Revolving A Lenders (the “Other A Lenders”), without recourse or warranty, a portion of the Revolving A Loans and participations in Swing Loans held by the Other A Lenders (or to the extent not permitted by law, an undivided interest and participation in the Revolving A Loans and participations in Swing Loans held by the Other A Lenders) to the extent necessary such that the Revolving A Loans are held ratably by all Revolving A Lenders and the participations in Swing Loans are held ratably by all Revolving A Lenders in accordance with portion of the outstanding Swing Loans that each Revolving A Lender could be required to refinance under Section 2.3 absent such Event of Default and (y) such Borrowing does not cause (I) to the aggregate extent that the outstanding Revolving Credit B Exposure of any Extending each Revolving B Lender is not equal to exceed such Extending Lender’s Commitment, (II) the aggregate Revolving Dollar Credit Exposure of all its Pro Rata Share of the Dollar Commitments B, the Working Capital Lenders with Dollar Commitments then in effect shall be deemed to exceed have purchased ratably from all other Revolving B Lenders (the aggregate Dollar Commitments at such time “Other B Lenders”), without recourse or (III) the aggregate Revolving Multicurrency Credit Exposure of all warranty, a portion of the Multicurrency Revolving B Loans held by the Other B Lenders with Multicurrency Commitments then (or to the extent not permitted by law, an undivided interest and participation in effect the Revolving B Loans held by the Other B Lenders) to exceed the aggregate Multicurrency Commitments at extent necessary such time and (z) that the proceeds Revolving B Loans are held ratably by all Revolving B Lenders. Upon receipt by any Other Lender of any such Loan are applied solely payment with respect to reduce any portion of the Revolving Credit Exposure Loans or participations in Swing Loans sold or participated out to the Working Capital Lenders pursuant to this Section 2.4, such Other Lender shall promptly pay over to such Working Capital Lender all payments of the applicable Non-Extending principal, interest and fees received by such Other Lender or Non-Extending Lenders, as applicablewith respect to such portion.

Reallocation of Loans. Notwithstanding anything Upon the acceleration of the Loans, the foreclosure on any Liens securing the Obligations, the exercise of any other contractual remedies granted under the Loan Documents by the Administrative Agent or any Lenders or the occurrence of an Event of Default pursuant to Section 9.1(e), (x) to the contrary herein, (i) in connection with extent that the reduction or termination of any Non-Extending Lender’s Commitments in accordance with Section 2.08(f) on any date prior to the Non-Extended Commitment Termination Date for such Non-Extending Lender, the Borrower shall be permitted to request a Loan to be made ratably among the Extending Lenders and Non-Extending Lenders for which the Non-Extended Commitment Termination Date shall not have occurred who are in the same Class of Commitment as such Non-Extending Lender in accordance with the provisions of Sections 2.02, 2.03 and 2.17(c) in an amount up to the amount by which such Non-Extending Lender’s outstanding Revolving Dollar Credit Exposure or Revolving Multicurrency Credit Exposure, as applicable, would otherwise exceed such Non-Extending Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as applicable, of the Dollar Credit Exposure or Multicurrency Credit Exposure, as applicable, after giving effect to such Commitment reduction or termination and (ii) on any date following the Non-Extended Commitment Termination Date for any Non-Extending Lender until the Extended Commitment Termination Date, the Borrower shall be permitted to request a Loan to be made ratably among the Extending Lenders and Non-Extending Lenders for which the Non-Extended Commitment Termination Date shall not have occurred who are in the same Class of Commitment as such Non-Extending Lender in accordance with Sections 2.02, 2.03 and 2.17(c) in an amount up to the Revolving Credit A Exposure of each Non-Extending Revolving A Lender for which the Non-Extended Commitment Termination Date shall have occurred, in each case is not equal to its Pro Rata Share of the foregoing clauses (i) and (ii)Commitments A, so long as (x) the conditions set forth in Section 4.02 are satisfied (and, unless Borrower shall have otherwise notified the Administrative Agent at such time, Borrower Working Capital Lenders shall be deemed to have represented purchased ratably from all other Revolving A Lenders (the “Other A Lenders”), without recourse or warranty, a portion of the Revolving A Loans and warranted participations in Swing Loans held by the Other A Lenders (or to the extent not permitted by law, an undivided interest and participation in the Revolving A Loans and participations in Swing Loans held by the Other A Lenders) to the extent necessary such that the Revolving A Loans are held ratably by all Revolving A Lenders and the participations in Swing Loans are held ratably by all Revolving A Lenders in accordance with portion of the outstanding Swing Loans that each Revolving A Lender could be required to refinance under Section 2.3 absent such conditions are satisfied at such time)Event of Default, (y) such Borrowing does not cause (I) to the aggregate extent that the outstanding Revolving Credit B Exposure of any Extending each Revolving B Lender is not equal to exceed such Extending Lender’s Commitment, (II) the aggregate Revolving Dollar Credit Exposure of all its Pro Rata Share of the Dollar Commitments B, the Working Capital Lenders with Dollar Commitments then in effect shall be deemed to exceed have purchased ratably from all other Revolving B Lenders (the aggregate Dollar Commitments at such time “Other B Lenders”), without recourse or (III) the aggregate Revolving Multicurrency Credit Exposure of all warranty, a portion of the Multicurrency Revolving B Loans held by the Other B Lenders with Multicurrency Commitments then (or to the extent not permitted by law, an undivided interest and participation in effect the Revolving B Loans held by the Other B Lenders) to exceed the aggregate Multicurrency Commitments at extent necessary such time that the Revolving B Loans are held ratably by all Revolving B Lenders and (z) to the proceeds extent that the outstanding Revolving C Exposure of each Revolving C Lender is not equal to its Pro Rata Share of the Commitments C, the Working Capital Lenders shall be deemed to have purchased ratably from all other Revolving C Lenders (the “Other C Lenders” and, together with the Other A Lenders and Other B Lenders, the “Other Lenders”), without recourse or warranty, a portion of the Revolving C Loans held by the Other C Lenders (or to the extent not permitted by law, an undivided interest and participation in the Revolving C Loans held by the Other C Lenders) to the extent necessary such that the Revolving C Loans are held ratably by all Revolving C Lenders. Upon receipt by any Other Lender of any such Loan are applied solely payment with respect to reduce any portion of the Revolving Credit Exposure Loans or participations in Swing Loans sold or participated out to the Working Capital Lenders pursuant to this Section 2.4, such Other Lender shall promptly pay over to such Working Capital Lender all payments of the applicable Non-Extending principal, interest and fees received by such Other Lender or Non-Extending Lenders, as applicablewith respect to such portion.