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 Swingline Loans and Letters of Credit pursuant to Sections 2.7 and 3.4, respectively, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such Defaulting Lender; provided that 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 (1) the Revolving Commitment of such non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

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 refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.7 2.03 and 3.4, respectively2.04 or to calculate the actual or potential Fronting Exposure of an L/C Issuer or the Swing Line Lender, the “Pro Rata Share” "Applicable Percentage" of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such that 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, no Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of such that non-Defaulting Lender minus (2) the aggregate principal amount Outstanding Amount of the Revolving Loans of such that Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender in respect of the Revolving Credit Facility, for purposes of computing the amount of the obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.7 2.03 and 3.4, respectively2.04, the “Pro Rata Share” Applicable Percentage of each non-Revolving Credit Lender that is not a Defaulting Lender in respect of the applicable Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Loans and/or Swing Line Loans, as applicable, shall not exceed the positive difference, if any, of (1x) the Revolving Credit Commitment under the applicable Revolving Credit Facility of such non-that Revolving Credit Lender that is not a Defaulting Lender minus (2y) the aggregate principal amount Outstanding Amount of the Revolving Credit Loans under the applicable Revolving Credit Facility of such that Revolving Credit Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

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 refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 Section 2.04 and 3.4, respectivelySection 2.05, the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such that Defaulting Lender; provided that the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Loans shall not at any time exceed the positive difference, if any, of (1) the Revolving Commitment of such that non-Defaulting Lender minus (2) the aggregate principal amount Revolving Exposure of that Lender. If the reallocation provided for in the preceding sentence cannot, or can only partially, be effected, the Borrower shall (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated and (B) second, cash collateralize for the benefit of the Revolving Loans Issuing Banks the portion of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees ’s LC Exposure that would have has not been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably reallocated in accordance with the procedures set forth in Section 2.05(j) for so long as such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Creditunreallocated LC Exposure is outstanding.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. (a) During any period in which there is a Multicurrency RCF Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Multicurrency RCF Swing Line Loans and Multicurrency RCF Letters of Credit pursuant to Sections 2.7 2.03 and 3.4, respectively, 2.04 the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender that is a Multicurrency RCF Lender shall be computed without giving effect to the Revolving Multicurrency RCF Commitment of such that Defaulting Lender; provided that (A) each such reallocation shall be given effect only if, at the date of the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists, and (B) the aggregate obligation that exists or may arise of each non-Defaulting Lender that is a Multicurrency RCF Lender to acquire, Refinance refinance or fund participations in Multicurrency RCF Letters of Credit and Swingline Multicurrency RCF Swing Line Loans plus, without duplication, the aggregate amount of any participation in Multicurrency RCF Letters of Credit and Multicurrency RCF Swing Line Loans funded which have not been repaid or refinanced shall not exceed the positive difference, if any, of (1) the Revolving Multicurrency RCF Commitment of such that non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving Multicurrency RCF Loans of such that Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender that is a Revolving Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.7 2.03 and 3.4, respectively, 2.04 the “Pro Rata Share” Applicable Percentage of each non-Defaulting Lender shall that is a Revolving Lender will be computed without giving effect to the Revolving Commitment of such that Defaulting Lender; provided that provided, that, (A) each such reallocation will be given effect only if, at the aggregate obligation date the applicable Revolving Lender becomes a Defaulting Lender, no Default or Event of Default exists and (B) each such reallocation will be given effect only to the extent that, after giving effect to such reallocation, 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 (1) the Revolving Commitment of such that non-Defaulting Lender minus (2) the sum of (x) the aggregate principal amount Outstanding Amount of the Revolving Loans of such Lender. In the event that non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees (y) that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquireApplicable Percentage of the then Outstanding Amount of any L/C Obligations, Refinance or fund participations in Letters and (z) that non-Defaulting Lender’s Applicable Percentage of Creditthe then Outstanding Amount of any Swing Line Loans.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender in respect of the Revolving Credit Facility, for purposes of computing the amount of the obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.7 2.03 and 3.4, respectively2.04, the “Pro Rata ShareApplicable Percentage” of each non-Revolving Credit Lender that is not a Defaulting Lender in respect of the Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (1x) the Revolving Credit Commitment of such non-that Revolving Credit Lender that is not a Defaulting Lender minus (2y) the aggregate principal amount Outstanding Amount of the Revolving Credit Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Revolving Credit are increased as a result of a Defaulting Lender, then all Letter of Lender plus such Revolving Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters Applicable Percentage of Creditthe Outstanding Amount of all L/C Obligations plus such Revolving Credit Lender’s Applicable Percentage of all Swing Line Loans.

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 refinance or fund participations in Financial Letters of Credit, Non-Financial Letters of Credit, Swingline Loans and Letters of Credit pursuant to Sections 2.7 and 3.4, respectivelyor Participation FCIs, the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment Commitments of such that Defaulting Lender; provided provided, that, each such reallocation shall be given effect (x) only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (y) for each non-Defaulting Lender, only to the extent that the aggregate obligation of each that non-Defaulting Lender to acquire, Refinance refinance or fund participations in Financial Letters of Credit and Credit, Non-Financial Letters of Credit, Swingline Loans shall and FCIs after giving effect to such reallocation would not exceed the positive difference, if any, one or more of (A) any excess of (1) the Domestic Revolving Commitment of such that non-Defaulting Lender minus (2) the sum of the Financial LC Exposure, Swingline Exposure and the aggregate principal amount of the outstanding Domestic Revolving Loans of such that Lender. In , (B) any excess of (1) the event Global Revolving Commitment of that non-Defaulting Lenders’ obligations to acquire, Refinance Lender minus (2) the sum of the Non-Financial LC Exposure and the aggregate principal amount of the outstanding Global Revolving Loans of that Lender or fund participations in Letters (C) any excess of Credit are increased as a result (1) the Participation FCI Commitment of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase Lender minus (2) the FCI Exposure of such non-Defaulting that Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

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 refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.7 2.03 and 3.4, respectively2.04, the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender with a Revolving Commitment under the applicable Revolving Tranche shall be computed without giving effect to the Revolving Commitment of such that Defaulting Lender; provided that provided, that, (x) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (y) the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline and, if a Revolving A Lender, Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of such that non-Defaulting Lender minus (2) the aggregate principal amount Outstanding Amount of the Revolving Loans of such that Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

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 refinance or fund participations in Swingline Loans and Letters of Credit or Swingline Loans pursuant to Sections 2.7 2.04 and 3.4, respectively2.05, the “Pro Rata ShareU.S./Canadian Revolving Facility Percentage”, “French Revolving Facility Percentage” and “European Revolving Facility Percentage” of each non-Defaulting Lender shall will be computed without giving effect to the Revolving Commitment of such Defaulting Lender; provided provided, that, each such reallocation will be given effect only to the extent such that the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Loans shall will not exceed the positive difference, if any, of (1i) (x) the U.S./Canadian Revolving Facility Commitment of such non-Defaulting Lender minus (2y) the aggregate principal outstanding amount of the U.S./Revolving Revolving Loans of such Defaulting Lender, (ii) (x) the French Revolving Facility Commitment of such non-Defaulting Lender minus (y) the aggregate outstanding amount of the French Revolving Loans of such Defaulting Lender or (iii) (x) the European Revolving Facility Commitment of such non-Defaulting Lender minus (y) the aggregate outstanding amount of the Revolving Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

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 refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.7 2.02, 2.03 and 3.4, respectively2.04, the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment or Dollar Tranche Commitment, as applicable, of such Defaulting Lender; provided that the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Dollar Tranche Commitment of such non-Defaulting Lender minus (2) the aggregate principal amount Outstanding Amount of the Revolving Dollar Tranche Loans of such Lender. In the event non-Subject to Section 10.24, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of Lender arising from that Lender having become a Defaulting Lender, then all Letter including any claim of Credit fees that would have been paid to such Defaulting Lender shall be paid to such a non-Defaulting Lenders ratably in accordance with such increase Lender as a result of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Creditincreased exposure following such reallocation.

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 refinance or fund participations in Swingline Loans and Letters of Credit Credit, Swing Line Loans, U.K. Swing Line Loans or Canadian Loans pursuant to Sections 2.7 2.03, 2.04, 2.05 and 3.4, respectively2.18, the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such that 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, no Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit Credit, Swing Line Loans, U.K. Swing Line Loans and Swingline Canadian Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of such that non-Defaulting Lender minus (2) the aggregate principal amount Outstanding Amount of the Revolving Loans of such that Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a AMERICAS 107903477 Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 Section 2.05 and 3.4, respectivelythe payments of participation fees pursuant to Section 2.12(b), the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the applicable Revolving Commitment of such that Defaulting Lender; provided that (A) the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in USD Tranche Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the USD Tranche Revolving Commitment of such that non-Defaulting Lender minus (2) the aggregate principal amount of the outstanding USD Tranche Revolving Loans of such Lender. In the event that non-Defaulting Lenders’ obligations Lender and (B) the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Multicurrency Tranche Letters of Credit are increased as a result shall not exceed the positive difference, if any, of a Defaulting Lender, then all Letter (1) the Multicurrency Tranche Revolving Commitment of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase Lender minus (2) the aggregate principal amount of such outstanding Multicurrency Tranche Revolving Loans of that non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender in respect of the Revolving Credit Facility, for purposes of computing the amount of the obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 and 3.4, respectivelySection 2.15, the “Pro Rata ShareApplicable Percentage” and “Applicable Revolving Credit Percentage” of each non-Revolving Credit Lender that is not a Defaulting Lender in respect of the Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default exists; and (ii) the aggregate obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1x) the Revolving Credit Commitment of such non-that Revolving Credit Lender that is not a Defaulting Lender minus (2y) the aggregate principal amount Outstanding Amount of the Revolving Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Revolving Credit are increased as a result of a Defaulting Lender, then all Letter of Lender plus such Revolving Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters Applicable Revolving Credit Percentage of Creditthe Outstanding Amount of all L/C Obligations.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. Subject to the conditions and limitations set forth in clauses (i) and (ii) at the end of this Section 2.18(a)(iv), each non-Defaulting Lender shall be obligated to acquire its Applicable Percentage of that Defaulting Lender’s participations in Letters of Credit, Swing Line Loans and New Vehicle Swing Line Loans. 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 refinance or fund participations in Swingline Loans and Letters of Credit Credit, Swing Line Loans or New Vehicle Swing Line Loans pursuant to this clause (iv) or pursuant to Sections 2.7 2.03, 2.04 and 3.4, respectively2.05, the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such that 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, no Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit Credit, Swing Line Loans and Swingline New Vehicle Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of such that non-Defaulting Lender minus (2) the aggregate principal amount Outstanding Amount of the Revolving Committed Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Lender that is a Defaulting Lender, (A) in the case of Fronted Letters of Credit, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Fronted Letters of Credit pursuant to Sections 2.7 and 3.4, respectivelySection 3.3, the “Pro Rata ShareRevolving Credit Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of such Defaulting Lender; provided that Lender and (B) in the aggregate obligation case of Pro Rata Letters of Credit, (1) for purposes of determining obligations of Lenders under any Pro Rata Letter of Credit issued during such period pursuant to Sections 3.1 and 3.3, the “Revolving Credit Percentage” of each non-Defaulting Lender shall be computed without giving effect to acquire, Refinance or fund participations in Letters the Revolving Credit Commitment of such Defaulting Lender and (2) the Issuing Agent agrees to amend (and the Lenders authorize the Issuing Agent to amend) each Pro Rata Letter of Credit and Swingline Loans shall not exceed outstanding at the positive difference, if any, time such Lender becomes a Defaulting Lender to modify the obligations of the non-Defaulting Lenders thereunder to be consistent with clause (1) above, provided, in each case under this clause (iv), that after giving effect thereto the Available Revolving Credit Commitment of such any non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall not be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Creditless than zero.

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 refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.7 Section 2.03 and 3.4Section 2.04, respectively, the “Pro Rata ShareApplicable Percentage” of each nonNon-Defaulting Lender Lender’s Revolving Loans and L/C Obligations shall be computed without giving effect to the Revolving Commitment of such that Defaulting Lender; provided that the aggregate obligation of each nonNon-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline or Swing Line Loans shall not exceed the positive difference, if any, of (1i) the Revolving Commitment of such nonthat Non-Defaulting Lender minus (2ii) the aggregate principal amount Outstanding Amount of the Revolving Loans of such that Non-Defaulting Lender. In the event nonSubject to Section 10.26, 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 Non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased Lender as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such nonNon-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Creditincreased exposure following such reallocation.

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 refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 Section 2.05 and 3.4, respectivelythe payments of participation fees pursuant to Section 2.12(b), the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the applicable Revolving Commitment of such that Defaulting Lender; provided that (A) the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in USD Tranche Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the USD Tranche Revolving Commitment of such that non-Defaulting Lender minus (2) the aggregate principal amount of the outstanding USD Tranche Revolving Loans of such Lender. In the event that non-Defaulting Lenders’ obligations Lender and (B) the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Multicurrency Tranche Letters of Credit are increased as a result shall not exceed the positive difference, if any, of a Defaulting Lender, then all Letter (1) the Multicurrency Tranche Revolving Commitment of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase Lender minus (2) the aggregate principal amount of such AMERICAS 107903477 outstanding Multicurrency Tranche Revolving Loans of that non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

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 refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 Section 2.05 and 3.4, respectivelythe payments of participation fees pursuant to Section 2.12(b), the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the applicable Revolving Commitment of such that Defaulting Lender; provided that (A) the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in USD Tranche Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the USD AMERICAS 123601947 134 Tranche Revolving Commitment of such that non-Defaulting Lender minus (2) the aggregate principal amount of the outstanding USD Tranche Revolving Loans of such Lender. In the event that non-Defaulting Lenders’ obligations Lender and (B) the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Multicurrency Tranche Letters of Credit are increased as a result shall not exceed the positive difference, if any, of a Defaulting Lender, then all Letter (1) the Multicurrency Tranche Revolving Commitment of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase Lender minus (2) the aggregate principal amount of such outstanding Multicurrency Tranche Revolving Loans of that non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

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 refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans or Alternative Currency Risk Participations pursuant to Sections 2.7 2.02, 2.03 and 3.4, respectively2.04, the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such Defaulting Lender; provided that the aggregate obligation of each non-Defaulting Lender to acquire, Refinance 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 (1) the Revolving Commitment of such non-Defaulting Lender minus (2) the aggregate principal amount Outstanding Amount of the Committed Revolving Loans of such Lender. In the event non-Defaulting Lenders’ obligations Subject to acquireSection 10.23, Refinance no reallocation hereunder shall constitute a waiver or fund participations in Letters release of Credit are increased as a result any claim of any party hereunder against a Defaulting Lender, then all Letter of Credit fees Lender arising from that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.having become a Defaulting

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 refinance or fund participations in Swingline Loans and Letters of Credit or Swingline Loans pursuant to Sections 2.7 2.04 and 3.4, respectively2.05 and the payments of participation fees pursuant to Section 2.04(h), the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such that Defaulting Lender; provided that the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of such that non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving Loans of such Lender. In the event that non-Defaulting Lenders’ obligations Lender. Subject to acquireSection 9.22, Refinance no reallocation hereunder shall constitute a waiver or fund participations in Letters release of Credit are increased as any claim of any party hereunder against a result of Defaulting Lender arising from that Lender having become a Defaulting Lender, then all Letter including any claim of Credit fees that would have been paid to such Defaulting Lender shall be paid to such a non-Defaulting Lenders ratably in accordance with such increase Lender as a result of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Creditincreased exposure following such reallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender in respect of the Revolving Credit Facility, for purposes of computing the amount of the obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.7 2.03 and 3.4, respectively2.04, the “Pro Rata ShareApplicable Percentage” of each non-Revolving Credit Lender that is not a Defaulting Lender in respect of the Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (1x) the Revolving Credit Commitment of such non-that Revolving Credit Lender that is not a Defaulting Lender minus (2y) the aggregate principal amount Outstanding Amount of the Revolving Credit Loans of such that Revolving Credit Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender in respect of the Revolving Credit Facilities, for purposes of computing the amount of the obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.7 2.03 and 3.4, respectively2.04, the “Pro Rata Share” Applicable Percentage of each non-Revolving Credit Lender that is not a Defaulting Lender in respect of the applicable Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Loans and/or Swing Line Loans, as applicable, shall not exceed the positive difference, if any, of (1x) the Revolving Credit Commitment under the applicable Revolving Credit Facility of such non-that Revolving Credit Lender that is not a Defaulting Lender minus (2y) the aggregate principal amount Outstanding Amount of the Revolving Credit Loans under the applicable Revolving Credit Facility of such that Revolving Credit Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. (a) During any period in which there is a Multicurrency RCF Lender that is a Defaulting 105 Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Multicurrency RCF Swing Line Loans and Multicurrency RCF Letters of Credit pursuant to Sections 2.7 2.03 and 3.4, respectively, 2.04 the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender that is a Multicurrency RCF Lender shall be computed without giving effect to the Revolving Multicurrency RCF Commitment of such that Defaulting Lender; provided that (A) each such reallocation shall be given effect only if, at the date of the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists, and (B) the aggregate obligation that exists or may arise of each non-Defaulting Lender that is a Multicurrency RCF Lender to acquire, Refinance refinance or fund participations in Multicurrency RCF Letters of Credit and Swingline Multicurrency RCF Swing Line Loans plus, without duplication, the aggregate amount of any participation in Multicurrency RCF Letters of Credit and Multicurrency RCF Swing Line Loans funded which have not been repaid or refinanced shall not exceed the positive difference, if any, of (1) the Revolving Multicurrency RCF Commitment of such that non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving Multicurrency RCF Loans of such that Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

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 refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 Section 2.04 and 3.4Section 2.05, respectivelySwing Line Loans pursuant to Section 2.22, the “Pro Rata Share” Revolving Facility Percentage of each non-Defaulting Lender shall will be computed without giving effect to the Revolving Commitment of such Defaulting Lender, and such obligation to so acquire, refinance or fund participations in such Letters of Credit or Swing Line Loans shall automatically be reallocated among the non-Defaulting Lenders with Revolving Commitments upon such Defaulting Lender becoming a Defaulting Lender; provided provided, that, each such reallocation will be given effect only to the extent such that the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline or Swing Line Loans shall will not exceed the positive difference, if any, of (1i) the Revolving Commitment of such non-Defaulting Lender minus (2ii) the aggregate principal amount of the Revolving Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase Exposure of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

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 pursuant to Sections 2.7 and 3.4, respectively, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such Defaulting Lender; provided that the aggregate obligation of each non-Defaulting Lender to acquire, Refinance or fund 133 participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of such non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender under this Agreement, for purposes of computing the amount of the obligation of each non-Defaulting Lender hereunder to acquire, Refinance acquire or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 and 3.4Section 2.04(e) (including, respectivelywithout limitation, for purposes of determining the amount of participation fees payable to such non-Defaulting Lender pursuant to Section 2.10(b)), the “Pro Rata ShareApplicable Percentage” of each non-Defaulting Lender hereunder shall be computed without giving effect to the Revolving Commitment and Revenue Bond Commitment of such Defaulting Lender; provided provided, that (A) each such reallocation shall be given effect only if, at the aggregate date the applicable Lender becomes a Defaulting Lender, no Default exists, (B) the obligation of each non-Defaulting Lender to acquire, Refinance acquire or fund participations in Revolving Letters of Credit and Swingline Loans at any time shall not exceed the unused positive difference, if any, of (1) the Revolving Commitment of such non-Defaulting Lender minus (2) the aggregate principal amount of the total Revolving Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase Exposure of such non-Defaulting Lender’s obligations Lender at such time, and (C) the obligation of each non-Defaulting Lender to acquire, Refinance acquire or fund participations in Revenue Bond Letters of CreditCredit at any time shall not exceed the unused positive difference, if any, of (1) the Revenue Bond Commitment of such non-Defaulting Lender minus (2) the total Revenue Bond Credit Exposure of such non-Defaulting Lender at such time.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender in respect of the Revolving Credit Facility, for purposes of computing the amount of the obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 and 3.4, respectivelySection 2.03, the “Pro Rata ShareApplicable Percentage” and “Applicable Revolving Credit Percentage” of each non-Revolving Credit Lender that is not a Defaulting Lender in respect of the Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default exists and (ii) the aggregate obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1x) the Revolving Credit Commitment of such non-that Revolving Credit Lender that is not a Defaulting Lender minus (2y) the aggregate principal amount Outstanding Amount of the Revolving Credit Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Revolving Credit are increased as a result of a Defaulting Lender, then all Letter of Lender plus such Revolving Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters Applicable Revolving Credit Percentage of Creditthe Outstanding Amount of all L/C Obligations.

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 refinance or fund participations in Financial Letters of Credit, Non-Financial Letters of Credit, Swingline Loans and Letters of Credit pursuant to Sections 2.7 and 3.4, respectivelyor Participation FCIs, the “Pro Rata ShareApplicable Domestic Revolving Percentage” or “Applicable Global Revolving Percentage”, as applicable, of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment Commitments of such that Defaulting Lender; provided provided, that, each such reallocation shall be given effect (x) only if, at the time of such reallocation, no Default or Event of Default exists; and (y) for each non-Defaulting Lender, only to the extent that the aggregate obligation of each that non-Defaulting Lender to acquire, Refinance refinance or fund participations in Financial Letters of Credit and Credit, Non-Financial Letters of Credit, Swingline Loans shall and FCIs after giving effect to such reallocation would not exceed the positive difference, if any, one or more of (A) any excess of (1) the Domestic Revolving Commitment of such that non-Defaulting Lender minus (2) the sum of the Financial LC Exposure, Swingline Exposure and the aggregate principal amount of the outstanding Domestic Revolving Loans of such that Lender. In , (B) any excess of (1) the event Global Revolving Commitment of that non-Defaulting Lenders’ obligations to acquire, Refinance Lender minus (2) the sum of the Non-Financial LC Exposure and the aggregate principal amount of the outstanding Global Revolving Loans of that Lender or fund participations in Letters (C) any excess of Credit are increased as a result (1) the Participation FCI Commitment of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase Lender minus (2) the FCI Exposure of such non-Defaulting that Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Delinquent Lender that is a Revolving Credit Lender, for purposes of computing the amount of the obligation of each non-Defaulting Delinquent Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 and 3.4, respectivelySection 2.03 or in Swing Line Advances pursuant to Section 2.02(b), the “Pro Rata ShareRevolving Credit Commitment Percentage” of each non-Defaulting Delinquent Lender that is a Revolving Credit Lender shall be computed without giving effect to the Revolving Credit Commitment of such Defaulting that Delinquent Lender; provided that provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Delinquent Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Delinquent Lender that is a Revolving Credit Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Loans Swing Line Advances shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of such that non-Defaulting Delinquent Lender minus (2) the aggregate principal outstanding amount of the Revolving Loans Credit Advances and participations in Letter of such Lender. In the event Credit Advances and Swing Line Advances of that non-Defaulting Lenders’ obligations Delinquent Lender (it being acknowledged that no Revolving Credit Lender shall have any obligation to acquire, Refinance or fund participations Revolving Credit Advances and participate in Letters of Credit are increased as a result and Swing Line Advances in excess of a Defaulting Lender, then all Letter of its Revolving Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of CreditCommitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender in respect of the Revolving Credit Facility, for purposes of computing the amount of the obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 and 3.4, respectivelySection 2.03, the “Pro Rata ShareApplicable Percentage” and “Applicable Revolving Credit Percentage” of each non-Revolving Credit Lender that is not a Defaulting Lender in respect of the Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default exists; and (ii) the aggregate obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1x) the Revolving Credit Commitment of such non-that Revolving Credit Lender that is not a Defaulting Lender minus (2y) the aggregate principal amount Outstanding Amount of the Revolving Credit Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Revolving Credit are increased as a result of a Defaulting Lender, then all Letter of Lender plus such Revolving Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters Applicable Revolving Credit Percentage of Creditthe Outstanding Amount of all L/C Obligations.

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 refinance or fund participations in Swingline Swing Line Loans and or Letters of Credit pursuant to Sections 2.7 Section 2.1(f) and 3.4, respectively, Section 2.10(e) the “Multicurrency Revolver Pro Rata Share” of each nonNon-Defaulting Lender shall be computed without giving effect to the Multicurrency Revolving Commitment of 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, no Unmatured Event of Default or Event of Default exists and (ii) the aggregate obligation of each nonNon-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (1A) the Multicurrency Revolving Commitment of such nonthat Non-Defaulting Lender minus (2B) the aggregate outstanding principal amount of the Multicurrency Revolving Loans of such that Lender. In the event nonSubject 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 Non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased Lender as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such nonNon-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Creditincreased exposure following such reallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender in respect of the Multicurrency Revolving Credit Facility, for purposes of computing the amount of the obligation of each non-Multicurrency Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.7 2.03 and 3.4, respectively2.04, the “Pro Rata ShareApplicable Percentage” of each non-Multicurrency Revolving Credit Lender that is not a Defaulting Lender in respect of the Multicurrency Revolving Credit Facility shall be computed without giving effect to the Multicurrency Revolving Credit Commitment of such that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Multicurrency Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Multicurrency Revolving Credit Lender that is not a Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Swing Line Loans shall not exceed the positive difference, if any, of (1) the Multicurrency Revolving Credit Commitment of such non-that Multicurrency Revolving Credit Lender that is not a Defaulting Lender minus (2) the aggregate principal amount Outstanding Amount of the Multicurrency Revolving Credit Loans of such that Multicurrency Revolving Credit Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

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 pursuant to Sections 2.7 and 3.4, respectively, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such Defaulting Lender; provided that 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 (1) the Revolving Commitment of such non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.. 139

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Delinquent Lender that is a Revolving Credit Lender, for purposes of computing the amount of the obligation of each non-Defaulting Delinquent Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 and 3.4, respectivelySection 2.03 or in Swing Line Advances pursuant to Section 2.02(b), the “Pro Rata ShareRevolving Credit Commitment Percentage” of each non-Defaulting Delinquent Lender that is a Revolving Credit Lender shall be computed without giving effect to the Revolving Credit Commitment of such Defaulting that Delinquent Lender; provided that provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Delinquent Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Delinquent Lender that is a Revolving Credit Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Loans Swing Line Advances shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of such that non-Defaulting Delinquent Lender minus (2) the aggregate principal outstanding amount of the Revolving Loans Credit Advances and participations in Letter of such Lender. In the event Credit Advances and Swing Line Advances of that non-Defaulting Lenders’ obligations Delinquent Lender (it being acknowledged that no Revolving Credit Lender shall have any obligation to acquire, Refinance or fund participations Revolving Credit Advances and participate in Letters of Credit are increased as a result and Swing Line Advances in excess of a Defaulting Lender, then all Letter of its Revolving Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of CreditCommitment).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender that is a Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 and 3.4, respectivelySection 2.03 or in Swing Line Advances pursuant to Section 2.02(b), the “Pro Rata ShareCommitment Percentage” of each non-Defaulting Lender that is a Lender shall be computed without giving effect to the Revolving Commitment of such that 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, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender that is a Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Loans Swing Line Advances shall not exceed the positive difference, if any, of (1) the Revolving Commitment of such that non-Defaulting Lender minus (2) the aggregate principal outstanding amount of the Revolving Loans Credit Advances and participations in Letter of such Lender. In the event Credit Advances and Swing Line Advances of that non-Defaulting Lenders’ obligations Lender (it being acknowledged that no Lender shall have any obligation to acquire, Refinance or fund participations Revolving Credit Advances and participate in Letters of Credit are increased as a result and Swing Line Advances in excess of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Creditits Commitment).

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 refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.7 and 3.4, respectivelySection 2.21, the “Pro Rata Share” Share of each non-Defaulting Lender shall will be computed without giving effect to the Revolving Commitment of such Defaulting Lender, and such obligation to so acquire, refinance or fund participations in such Letters of Credit shall automatically be reallocated among the non-Defaulting Lenders with Revolving Commitments upon such Defaulting Lender becoming a Defaulting Lender; provided that, each such reallocation will be given effect only to the extent such that the aggregate obligation of each non-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline Loans shall will not exceed the positive difference, if any, of (1A) the Revolving Commitment of such non-Defaulting Lender minus (2B) the aggregate principal outstanding amount of the Revolving Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

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 Swing Line Loans and Letters of Credit pursuant to Sections 2.7 and 3.4, respectively, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such Defaulting Lender; provided that 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 (1) the Revolving Commitment of such non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving Loans of such Lender. In the event non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-non- Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Credit.

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 refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.7 Section 2.03 and 3.4Section 2.04, respectively, the “Pro Rata ShareApplicable Percentage” of each non-Non- Defaulting Lender Lender’s Revolving Loans and L/C Obligations shall be computed without giving effect to the Revolving Commitment of such that Defaulting Lender; provided that the aggregate obligation of each nonNon-Defaulting Lender to acquire, Refinance refinance or fund participations in Letters of Credit and Swingline or Swing Line Loans shall not exceed the positive difference, if any, of (1i) the Revolving Commitment of such nonthat Non-Defaulting Lender minus (2ii) the aggregate principal amount Outstanding Amount of the Revolving Loans of such that Non-Defaulting Lender. In the event nonSubject to Section 10.26, 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 Non-Defaulting Lenders’ obligations to acquire, Refinance or fund participations in Letters of Credit are increased Lender as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such nonNon-Defaulting Lender’s obligations to acquire, Refinance or fund participations in Letters of Creditincreased exposure following such reallocation.