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 Swing 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, (i) each such reallocation shall be given effect only if, at the time of such reallocation, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 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 provided, that, (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that nonNon-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Without limiting Section 10.2110.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.2111.24, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit, Swingline Loans or Participation Foreign Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05Instruments, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment Commitments of that Defaulting Lender; provided provided, that, (ix) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit, Swingline Loans and Foreign Credit and Swing Line Loans Instruments shall not exceed (A) the positive difference, if any, of (1) the Domestic Revolving Commitment of that non-Defaulting Lender minus (2) the sum of the LC Exposure, Swingline Exposure and the aggregate principal amount of the outstanding Domestic Revolving Loans of that Lender, (B) (1) the Global Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount principal amount of the Committed outstanding Global Revolving Loans of that Lender. Subject to Section 10.21, no reallocation hereunder shall constitute a waiver or release Lender and/or (C) (1) the Foreign Credit Commitment of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result minus (2) the Foreign Credit Exposure of such Non-Defaulting Xxxxxx’s increased exposure following such reallocationthat Lender.

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 Swing Line Loans pursuant to Sections 2.04 2.07 and 2.052.19, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided that, that (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Committed Loans Revolving Extensions of Credit of that Lender. Subject to Section 10.21For the avoidance of doubt, under no reallocation hereunder circumstances shall constitute a waiver or release the Revolving Extension of Credit of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result be in excess of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocationRevolving Credit 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.04 2.4 and 2.052.5, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that, that (ix) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Committed Revolving Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided provided, that, (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject Notwithstanding anything herein to Section 10.21the contrary, no reallocation hereunder the Borrower shall constitute a waiver or release not be required to deliver Cash Collateral to cover the Fronting Exposure of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of under this Agreement unless such Non-Defaulting Xxxxxx’s increased exposure following such reallocationFronting Exposure remains after giving effect to this Section 2.15(a)(iv).

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 Swing Line Loans pursuant to Sections 2.04 and 2.05Swingline Loans, 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 reallocationreallocation (and, no Default or Event of Default exists; 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1A) the Commitment of that non-Defaulting Lender minus (2B) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.07 and 2.052.19, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided that, that (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Committed Loans Revolving Extensions of Credit of that Lender. Subject to Section 10.21For the avoidance of doubt, under no reallocation hereunder circumstances shall constitute a waiver or release the Revolving Extension of Credit of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result be in excess of such Non-Defaulting XxxxxxLxxxxx’s increased exposure following such reallocationRevolving Credit 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.052.05 and the payments of participation fees pursuant to Section 2.12(b), the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided that, that (i) each such reallocation shall be given effect only if, at the time of such reallocation, no Default or Event of Default exists; and (ii1) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1A) the Revolving Commitment of that non-Defaulting Lender minus (2B) the aggregate Outstanding Amount principal amount of the Committed Revolving Loans of that Lender. Subject , (2) any such acquisition, refinancing or funding of participations shall only occur to the extent that the conditions set forth in Section 10.214.02 are satisfied after giving effect thereto and (3) in the case of Letters of Credit, no reallocation hereunder such acquisition, refinancing or funding of participations shall constitute a waiver or release be required to the extent such Letter of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocationCredit has been cash collateralized.

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 pursuant to Section 2.05 or Swing Line Loans and the payments of participation fees pursuant to Sections 2.04 and 2.05Section 2.12(b), 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, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount principal amount of the Committed Revolving Loans of that non-Defaulting Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for 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 Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that, that (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 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 Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing 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, (iA) each such reallocation shall be given effect only if, at if (x) on the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; has occurred and is continuing, or (y) if a Default or Event of Default occurred and was continuing on such date, on a subsequent Business Day no Default or Event of Default has occurred and is continuing, and (iiB) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans Alternative Currency Risk Participations pursuant to Sections 2.04 2.02 and 2.052.03, the “Applicable Percentage” of each Nonnon-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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each Nonsuch non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans Alternative Currency Risk Participations shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that such Lender. Subject to Section 10.2110.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLxxxxx’s increased 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 or fund participations in Fronted Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05Section 2.03, the “Applicable Percentage” of each Non-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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default existshas occurred and is continuing; and (ii) such reallocation shall be given effect only to the extent that the aggregate obligation of each Non-Defaulting Lender to issue, acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that nonNon-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.04 Section 2.2(b) and 2.05Section 3.4, the “Applicable Revolving Credit Commitment Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided that, that (ix) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; exists and (iiy) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1A) the Revolving Credit Commitment of that non-Defaulting Lender minus (2B) the aggregate Outstanding Amount outstanding principal amount of the Committed Revolving Credit Loans of that Lender. Subject to Section 10.2111.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderBank, for purposes of computing the amount of the obligation of each Nonnon-Defaulting Lender Bank to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.04 and 2.052.1, 2.4, 2.6 or 2.7, the “Applicable Revolving Commitment Percentage” of each Nonnon-Defaulting Lender Bank shall be computed without giving effect to the Revolving Commitment of that Defaulting LenderBank; provided that, that (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Bank becomes a Defaulting Bank, no Default or Event of Default exists; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender Bank to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender Bank minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that LenderBank. Subject to Section 10.2111.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender Bank arising from that Xxxxxx Bank having become a Defaulting LenderBank, including any claim of a Nonnon-Defaulting Lender Bank as a result of such Nonnon-Defaulting XxxxxxBank’s increased 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 or fund participations in Letters of Credit or Swing 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 provided, that, (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that nonNon-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Without limiting Section 10.2110.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 or fund participations in Letters of Credit or Swing 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, (i) each such reallocation shall be given effect only if, at the time of such reallocation, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.2110.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 or fund participations in Fronted Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05Section 2.03, the “Applicable Percentage” of each Non-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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default existshas occurred and is continuing; and (ii) such reallocation shall be given effect only to the extent that the aggregate obligation of each Non-Defaulting Lender to issue, acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that nonNon-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 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 Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

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 Nonnon-Defaulting Lender that is a Revolving Credit Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of the Revolving Credit Facility of each Nonsuch non-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided provided, that, (i) each such reallocation shall be given effect only if, at the time of such reallocationdate 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 been cured or waived, such reallocation shall occur on such later date; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Credit Loans of that Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Non-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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that nonNon-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderBank, for purposes of computing the amount of the obligation of each Nonnon-Defaulting Lender Bank to acquire, refinance or fund participations in Letters of Credit or applicable Swing Line Loans pursuant to Sections 2.04 §2.12, §2.13, §2.14 and 2.05§4, as applicable, the “Applicable Commitment Percentage” of each Nonnon-Defaulting Lender Bank shall be computed without giving effect to the Commitment of that Defaulting LenderBank; provided provided, that, (iA) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Bank becomes a Defaulting Bank, no Default or Event of Default exists; and (iiB) the aggregate obligation of each Nonnon-Defaulting Lender Bank to acquire, refinance or fund participations in Letters of Credit and the applicable Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender Bank minus (2) the aggregate Outstanding Amount of the Committed Loans of that LenderBank. Subject to Section 10.21§34, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender Bank arising from that Xxxxxx Bank having become a Defaulting LenderBank, including any claim of a Nonnon-Defaulting Lender Bank as a result of such Nonnon-Defaulting XxxxxxBank’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing 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 that, that (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there a Lender is a Defaulting Lender, for purposes of computing the amount of the obligation of each NonLender that is a non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonsuch non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that, that (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each NonLender that is a non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Credit Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Non-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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that nonNon-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.2110.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided provided, that, (ix) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.2111.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections Section 2.04 and Section 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, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not at any time exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans Revolving Exposure of that Lender. Subject to Section 10.21If the reallocation provided for in the preceding sentence cannot, no reallocation hereunder or can only partially, be effected, the Borrower shall constitute a waiver or release (A) first, prepay the portion of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a such Defaulting Lender’s Swingline Exposure that has not been reallocated and (B) second, including any claim cash collateralize for the benefit of a Non-Defaulting Lender as a result the Issuing Banks the portion of such Non-Defaulting XxxxxxLender’s increased exposure following LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.05(j) for so long as such reallocation.unreallocated LC Exposure is outstanding. (b)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there a Lender is a Defaulting Lender, for purposes of computing the amount of the obligation of each NonLender that is a non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonsuch non-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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each NonLender that is a non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Credit Loans of that Lender. Subject to Section 10.2110.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05Section 2.03, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.04 2.02 and 2.052.09, 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, at the time of such reallocation, 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 Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Committed Loans of that Lender. 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 Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.2110.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections Section 2.04 and or Letters of Credit pursuant to Section 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, at the time of such reallocation, no Default or Event of Default exists; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans or Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1A) the Commitment of that non-Defaulting Lender minus (2B) the aggregate Outstanding Amount of the Committed Loans Revolving Credit Exposure of that Lender. Subject to Section 10.2110.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing 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, at the time of such reallocationdate 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 such Default or Event of Default has been cured or waived, such reallocation shall occur on such later date; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.02 and 2.052.11, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.21Lender and (iii) after giving effect thereto, no reallocation hereunder shall constitute a waiver or release the aggregate Outstanding Amount of the Revolving Loans of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim plus such Lender’s Percentage of a Non-Defaulting Lender as a result the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting XxxxxxLender’s increased exposure following Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such reallocationLxxxxx’s 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.02 and 2.052.03, the “Applicable Percentage” of each Nonnon-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, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Dollar Tranche Commitment of that such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Dollar Tranche Loans of that such Lender. Subject to Section 10.2110.24, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Swingline Loans or Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.3 and 2.052.4, the “Applicable Commitment Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided provided, that, (ix) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Committed Revolving Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of any Lender that is not a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Non-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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that nonNon-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.2110.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable PercentagePro Rata Share” 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.21, 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 Xxxxxx 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 Nonthe non-Defaulting Lender as a result of Lenders and/or Cash Collateralized in accordance with this Section (and participating interests in any such Nonnewly made Swing Line Loan shall be allocated among non-Defaulting Xxxxxx’s increased exposure following such reallocationLenders in a manner consistent with this Section (and Defaulting Lenders shall not participate therein).

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 Swing Line Swingline Loans pursuant to Sections 2.04 and 2.05, the “Applicable Revolving Facility Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that such Defaulting Lender; provided provided, that, (i) each such reallocation shall be given effect only if, at to the time of extent such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Facility Commitment of that such non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Committed Revolving Loans of that such Defaulting Lender. Subject to Section 10.219.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing 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 117 that Defaulting Lender; provided that, that (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that LenderXxxxxx. Subject to Section 10.2110.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender which is a US Lender, for purposes of computing the amount of the obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund DWT 16166918v15 4900000-001225 participations in Letters of Credit or Swing 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 US Commitment of that Defaulting LenderLender in either the numerator or the denominator; provided provided, that, (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable US Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the US Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that US Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.04 2.4 and 2.052.5, the “Applicable 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, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Committed Revolving Loans of that Lender. Subject to Section 10.219.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.04 2.02 and 2.052.09, the “Applicable 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, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Committed Loans of that Lender. 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 Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; exists and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. 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 Xxxxxx having become a Defaulting such Lender, including any claim plus such Lender’s pro rata share of a Non-Defaulting Lender as a result the Outstanding Amount of such Non-Defaulting Xxxxxx’s increased exposure following all other L/C Obligations (prior to giving effect to such reallocation), plus such Lender’s pro rata share of the Outstanding Amount of all other Swingline Loans (prior to giving effect to 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 Nonnon-Defaulting Lender to make, or acquire, refinance or fund participations in Letters of Credit or in, Swing Line Loans pursuant to Sections 2.04 2.07 or 2.08 (and 2.05subject 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 pursuant to Sections 2.09, the “Applicable Percentage” of each Nonsuch 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 provided, that, (i) each such reallocation shall be given effect only if, at the time of any such reallocation, no Default or Event of Default exists; and (ii) such reallocation does not cause the aggregate obligation Credit Exposure of each Nonany such non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender’s MC Commitment or USD Commitment, as applicable. Subject to Section 10.219.18, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 or fund participations in Letters of Credit or Swing 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, (i) each such reallocation shall be given effect only if, at the time of such reallocation, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans pursuant to Section 2.04 and Letters of Credit pursuant to Section 2.05 and the payments of participation fees pursuant to Section 2.12(b), the “pro rata share” or “Applicable Percentage”, as applicable, of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing 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, (i) each such reallocation shall be given effect only if, at the time of such reallocation, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount principal amount of the Committed Revolving Loans of that non-Defaulting Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided provided, that, (ix) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.2111.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Lender that is not a Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 or fund participations in Letters of Credit or Swing Line Loans Swingline Advances pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” Commitment Percentage of each Non-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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Unmatured Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans Swingline Advances shall not exceed the positive difference, if any, of (1) the Commitment of that nonNon-Defaulting Lender minus (2) the aggregate Outstanding Amount sum of the Committed Loans Outstanding Credits, Swingline Outstandings and LC Outstandings of that Lender. Subject to Section 10.218.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.04 2.03 and 2.052.04, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. 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 Xxxxxx having become a Defaulting such Lender, including any claim plus such Lender's pro rata share of a Non-Defaulting Lender as a result the Outstanding Amount of such Non-Defaulting Xxxxxx’s increased exposure following all other L/C Obligations (prior to giving effect to such reallocation), plus such Lender's pro rata share of the Outstanding Amount of all other Swingline Loans (prior to giving effect to 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided provided, that, (ix) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.2111.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Lender that is not a Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.04 2.5 and 2.053, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans and extensions of credit of that Lender. Subject 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 or under applicable Requirements of Law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Lender’s Fronting Exposure in accordance with the procedures set forth in 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation2.23.

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 Swing Line Loans pursuant to Sections 2.04 and 2.05Section 2.03, 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, at the time of such reallocationdate 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 been cured or waived in accordance with the terms of this Agreement, such reallocation shall occur on such later date; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05Section 2.03, the “Applicable Percentage” of each Nonnon-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, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Dollar Tranche Commitment of that such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that such Lender. Subject to Section 10.2110.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided provided, that, (iA) each such reallocation shall be given effect only if, at if (x) on the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; has occurred and is continuing, or (y) if a Default or Event of Default occurred and was continuing on such date, on a subsequent Business Day no Default or Event of Default has occurred and is continuing, and (iiB) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections Section 2.04 and Section 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, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not at any time exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans Revolving Exposure of that Lender. Subject to Section 10.21If the reallocation provided for in the preceding sentence cannot, no reallocation hereunder or can only partially, be effected, the Borrower shall constitute a waiver or release (A) first, prepay the portion of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a such Defaulting Lender’s Swingline Exposure that has not been reallocated and (B) second, including any claim cash collateralize for the benefit of a Non-Defaulting Lender as a result the Issuing Banks the portion of such Non-Defaulting XxxxxxLender’s increased exposure following LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.05(i) for so long as such reallocationunreallocated LC Exposure is outstanding.

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 Swing 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, at the time of such reallocationdate 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 been cured or waived, such reallocation shall occur as of such later date; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing 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 that, that (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.2111.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05Section 2.03, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05Section 2.03, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that such Defaulting LenderLender in either the numerator or the denominator; provided provided, that, (i) each such reallocation shall be given effect only ifin all cases, at the time of such reallocation, 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 Swing Line Loans shall not exceed the positive difference, if any, of between (1) the Commitment of that such non-Defaulting Lender minus and (2) the aggregate Outstanding Amount of the Committed Incremental Revolving Loans of that Lender. 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 Xxxxxx having become a Defaulting such Lender, including any claim plus such Lender’s Applicable Percentage of a Non-Defaulting Lender as a result the Outstanding Amount of such Non-Defaulting Xxxxxx’s increased exposure following 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.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period in which there is a part of that Defaulting Lender, for purposes of computing ’s participation in LC Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to that Defaulting Lender’s Elected Commitment) but only to the extent that such reallocation does not cause the aggregate amount of the obligation Loans and participations in LC Obligations of each Nonany non-Defaulting Lender to acquire, refinance or fund participations in Letters exceed the lesser of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05, the “Applicable Percentage” of each Non(1) such non-Defaulting Lender shall be computed Lender’s Elected Commitment and (2) such non-Defaulting Lender’s Applicable Percentage of the Borrowing Base (calculated without giving effect to the Commitment of that Defaulting Lender; provided that, any reallocations pursuant to this clause (i) each such reallocation shall be given effect only if, at the time of such reallocation, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lenderiv)). Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.05 or Swing Line Loans and the payments of participation fees pursuant to Sections 2.04 and 2.05Section 2.12(b), 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, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount principal amount of the Committed Revolving Loans of that non-Defaulting Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05Section 2.03, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided provided, that, [(ix) each such reallocation shall be given effect only if, at on the time date of such reallocation, no Default or Event of Default exists; and (ii) y)] the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.2110.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections Section 2.04 and or Letters of Credit pursuant to Section 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, at the time of such reallocation, no Default or Event of Default exists; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans or Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1A) the Commitment of that non-Defaulting Lender minus (2B) the aggregate Outstanding Amount of the Committed Loans Revolving Credit Exposure of that Lender. Subject to Section 10.2110.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender as to which the L/C Issuer or Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.04, then upon the request of the L/C Issuer or Swing Line Lender (as applicable) to the Administrative Agent, 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 Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that such Defaulting Lender; provided provided, that, (i) each such reallocation shall be given effect only if, at the time of such reallocationinitial date thereof, no Default or Event of Default existsshall have occurred and be continuing; and (ii) in all cases, the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and or Swing Line Loans shall not exceed the positive difference, if any, of between (1) the Commitment of that such non-Defaulting Lender minus and (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 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 Xxxxxx having become a Defaulting such Lender, including any claim plus such Lender’s Applicable Percentage of a Non-Defaulting Lender as a result the Outstanding Amount of such Non-Defaulting Xxxxxx’s increased exposure following all other L/C Obligations (prior to giving effect to such reallocation), plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Swing Line Loans (prior to giving effect to 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.2111.2411.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05Section 2.03, the “Applicable Percentage” of each Nonnon-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, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Dollar Tranche Commitment of that such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that such Lender. Subject to Section 10.2110.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, 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, at the time date of such reallocation, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-non- Credit Agreement Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject ; and (iii) 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 Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderBank, for purposes of computing the amount of Amended Credit Agreement the obligation of each Nonnon-Defaulting Lender Bank to acquire, refinance or fund participations in Letters of Credit or Swing Line Applicable Tranche Swingline Loans pursuant to Sections 2.04 and 2.05Section 2.14, the pro rata portion and “Applicable Percentage” of each Nonnon-Defaulting Lender Bank shall be computed from time to time without giving effect to the Applicable Tranche Commitment of that Defaulting LenderBank with respect to each Applicable Tranche; provided that, (i) each such reallocation shall be given effect only if, at the time of any such reallocation, no Default or Event of Unmatured Default exists; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender Bank to acquire, refinance or fund participations in Letters of Credit and Swing Line the Applicable Tranche Swingline Loans shall not exceed the positive difference, if any, of (1) the Applicable Tranche Commitment of that non-Defaulting Lender Bank minus (2) the aggregate Outstanding Amount outstanding amount of the Committed Applicable Tranche Revolving Loans of that LenderBank. Subject to Section 10.2111.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender Bank arising from that Xxxxxx Bank having become a Defaulting LenderBank, including any claim of a Nonnon-Defaulting Lender Bank as a result of such Nonnon-Defaulting XxxxxxBank’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided provided, that, (ix) each such reallocation shall be given effect only if, at commencing on the time first date on or after the date such Lender becomes a Defaulting Lender provided that on the date of such reallocation, reallocation Section 4.02(a) shall have been satisfied and no Default or Event of Default existsshall exist; and (iiy) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. 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 Xxxxxx having become a non-Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.052.03, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided provided, that, (ix) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.2111.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLxxxxx’s increased 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 Nonnon-Defaulting Lender to make, or acquire, refinance or fund participations in Letters of Credit or in, Swing Line Loans pursuant to Sections 2.04 2.07 or 2.08 (and 2.05subject 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 pursuant to Sections 2.09, the “Applicable Percentage” of each Nonsuch 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 provided, that, (i) each such reallocation shall be given effect only if, at the time of any such reallocation, no Default or Event of Default exists; and (ii) such reallocation does not cause the aggregate obligation Credit Exposure of each Nonany such non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender’s MC Commitment or USD Commitment, as applicable. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided provided, that, (ix) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.2111.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Lender that is not a Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.04 Section 2.2 and 2.05Section 2.3, the “Applicable Revolving Commitment Percentage” of each Non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that such Defaulting Lender; provided that, 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 4.2 are satisfied at the time of such reallocationreallocation (and, no Default or Event of Default exists; 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 Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1A) the Revolving Commitment of that nonNon-Defaulting Lender minus (2B) the aggregate Outstanding Amount outstanding principal amount of the Committed Revolving Loans of that Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit Credit, Swing Line Loans, U.K. Swing Line Loans or Canadian Swing Line Loans pursuant to Sections 2.04 2.03, 2.04, 2.05 and 2.052.18, the “Applicable Percentage” Percentage of each Nonnon-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided thatprovided, (i) each such reallocation shall be given effect only if, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit Credit, Swing Line Loans, U.K. Swing Line Loans and Canadian Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.2111.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing 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 that, that (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) such reallocation shall not cause the aggregate obligation Revolving Credit Exposure of each Non-any non- Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender’s Revolving Credit Commitment. Subject to Section 10.2111.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Non-non- Defaulting Xxxxxx’s increased exposure following such reallocation.. (v)

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 Nonnon-Defaulting Lender that is a Revolving Credit Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of the Revolving Credit Facility of each Nonsuch non-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided provided, that, (i) each such reallocation shall be given effect only if, at the time of such reallocationdate 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 shall occur on such later date; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Credit Loans of that Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans pursuant to this Agreement shall not at any time exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.2110.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderBank, for purposes of computing the amount of the obligation of each Nonnon-Defaulting Lender Bank to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.04 and 2.052.1, 2.4, 2.6 or 2.7, the “Applicable Revolving Commitment Percentage” of each Nonnon-Defaulting Lender Bank shall be computed without giving effect to the Revolving Commitment of that Defaulting LenderBank; provided that, that (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Bank becomes a Defaulting Bank, no Default or Event of Default exists; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender Bank to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender Bank minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that LenderBank. Subject to Section 10.2111.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender Bank arising from that Xxxxxx Bank having become a Defaulting LenderBank, including any claim of a Nonnon-Defaulting Lender Bank as a result of such Nonnon-Defaulting XxxxxxBank’s increased exposure following such reallocation.. (b)

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 Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that, that (iA) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default existsexists (or if an Event of Default then exists upon such Event of Default being cured or waived); and (iiB) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased exposure following such reallocation.

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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans Alternative Currency Risk Participations pursuant to Sections 2.04 2.02 and 2.052.03, the “Applicable Percentage” of each Nonnon-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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each Nonsuch non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans Alternative Currency Risk Participations shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that such Lender. Subject to Section 10.2110.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender that is a Lender (a “Non-Defaulting Lender Lender”) to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05LC Obligations, the “Applicable Percentage” of each Non-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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans LC Obligations shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that nonNon-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that such Non-Defaulting Lender’s Revolving Credit Exposure. Subject to Section 10.2111.13, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.052.05 and the payments of participation fees pursuant to Section 2.12(b), 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, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount principal amount of the Committed Revolving Loans of that non-Defaulting Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 Section 2.02 and 2.05Section 2.11, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.21Lender and (iii) after giving effect thereto, no reallocation hereunder shall constitute a waiver or release the aggregate Outstanding Amount of the Revolving Loans of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim plus such Lender’s Percentage of a Non-Defaulting Lender as a result the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Xxxxxx’s increased exposure following Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such reallocationXxxxxx’s 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.02 and 2.052.10, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.21Lender and (iii) after giving effect thereto, no reallocation hereunder shall constitute a waiver or release the aggregate Outstanding Amount of the Revolving Loans of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim plus such Lender’s Percentage of a Non-Defaulting Lender as a result the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting XxxxxxLender’s increased exposure following Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such reallocationLender’s 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05Section 2.03, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that such Defaulting LenderLender in either the numerator or the denominator; provided provided, that, (i) each such reallocation shall be given effect only ifin all cases, at the time of such reallocation, 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 Swing Line Loans shall not exceed the positive difference, if any, of between (1) the Commitment of that such non-Defaulting Lender minus and (2) the aggregate Outstanding Amount of the Committed Incremental Revolving Loans of that Lender. 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 Xxxxxx having become a Defaulting such Lender, including any claim plus such Lender’s Applicable Percentage of a Non-Defaulting Lender as a result the Outstanding Amount of such Non-Defaulting Xxxxxx’s increased exposure following 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 NAI-1504047260v2

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 Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Non-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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that nonNon-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. Subject to Section 10.2110.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 Section 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided provided, that, (iA) each such reallocation shall be given effect only if, at if (x) on the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; has occurred and is continuing, or (y) if a Default or Event of Default occurred and was continuing on such date, on a subsequent Business Day no Default or Event of Default has occurred and is continuing, and (iiB) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans Alternative Currency Risk Participations pursuant to Sections 2.04 2.02 and 2.052.03, the “Applicable Percentage” of each Nonnon-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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each Nonsuch non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans Alternative Currency Risk Participations shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that such Lender. Subject to Section 10.2110.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLxxxxx’s increased exposure following such reallocation.. (b)

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 Swing Line Swingline Loans pursuant to Sections 2.04 Section 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided provided, that, (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Credit Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections Section 2.04 and Section 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, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not at any time exceed the positive difference, if any, of (1A) the Revolving Commitment of that non-Defaulting Lender minus (2B) the aggregate Outstanding Amount of the Committed Loans Revolving Exposure of that Lender. Subject to Section 10.21If the reallocation provided for in the preceding sentence cannot, no reallocation hereunder or can only partially, be effected, the Borrower shall constitute a waiver or release (1) first, prepay the portion of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a such Defaulting Lender’s Swingline Exposure that has not been reallocated and (2) second, including any claim cash collateralize for the benefit of a Non-Defaulting Lender as a result the Issuing Banks the portion of such Non-Defaulting XxxxxxLender’s increased exposure following LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.05(j) for so long as such reallocation.unreallocated LC Exposure is outstanding. (b)

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 Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections Section 2.04 and Section 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, at the time of such reallocation, no Default or Event of Default exists; and (ii) that the aggregate obligation of each Non-non- Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not at any time exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans Revolving Exposure of that Lender. Subject to Section 10.21If the reallocation provided for in the preceding sentence cannot, no reallocation hereunder or can only partially, be effected, the Borrower shall constitute a waiver or release (A) first, prepay the portion of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a such Defaulting Lender’s Swingline Exposure that has not been reallocated and (B) second, including any claim cash collateralize for the benefit of a Non-Defaulting Lender as a result the Issuing Banks the portion of such Non-Defaulting XxxxxxLender’s increased exposure following LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.05(j) for so long as such reallocation.unreallocated LC Exposure is outstanding. (b)

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 Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, 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, at the time date of such reallocation, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject ; and (iii) 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 Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.04 2.02 and 2.052.09, 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, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default existsthe conditions set forth in Section 4.02 are satisfied; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Committed Loans of that Lender. Subject to Section 10.2110.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender, unless that Defaulting Lender shall have provided sufficient Cash Collateral (to the satisfaction of the applicable L/C Issuer and/or the Swing Line Lender) to eliminate any Fronting Exposure with respect to such Defaulting Lender; provided provided, that, (ix) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Revolving Loans of that Lender. 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 2.03 and 2.052.04, the “Applicable Percentage” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that, that (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.21, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased 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 Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing 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 that, that (i) each such reallocation shall be given effect only if, at the time of such reallocationdate the applicable Lender becomes a Defaulting Lender, 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 Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. Subject to Section 10.2110.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased exposure following such reallocation.. 112