Common use of Reallocation of Participations to Reduce Fronting Exposure Clause in Contracts

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (A) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (B) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Canadian Dollar Loans, Euro Loans, L/C Obligations and Swing Swingline Loans shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s U.S. Revolving Credit Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 6.2 are satisfied at the time of such reallocation (and, unless the Borrowers US Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans Letter of Credit Liabilities shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Credit Commitment Percentages (calculated determined without regard to such Defaulting Lender’s U.S. Revolving Credit Commitment) but only to the extent that (Ax) the conditions set forth in Article VI (other than Section 4.2 6.2(c) or (e)) are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Credit Commitment. No Subject to Section 13.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations Letters of Credit and Swing Loans Swingline Advances shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share Shares of U.S. the aggregate amount of the Revolving Commitments Commitment (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 Sections 3.2 and 3.3 are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender Lender’s Pro Rata Share of the Aggregate Exposure to exceed such Non-Defaulting Lender’s U.S. Revolving Commitment. No Subject to Section 9.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations LC Exposure and Swing Swingline Loans shall automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Applicable Percentage (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (A) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrowers Parent shall have otherwise notified the Administrative Agent at such time, the Borrowers shall each be deemed to have represented and warranted that such conditions are satisfied at such time), and (B) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Commitment. No Subject to Section 9.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations Letter of Credit Liabilities and Swing Swingline Loans shall automatically be reallocated among the Revolving Lenders that are Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Commitment Percentages (calculated determined without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 Article VI are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Revolving Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Commitment. No Subject to Section 13.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations Letters of Credit, Swing Line Loans and Swing Loans Protective Advances shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Shares (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (Ax) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (Bz) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Commitment. No Subject to Section 10.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Applicable Percentages under the applicable Tranche (calculated without regard to such Defaulting Lender’s U.S. Revolving CommitmentCredit Commitment in respect of such Tranche) but only to the extent that (Ax) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Committed Funded Exposure of any Non-Defaulting Lender under the applicable Tranche to exceed such Non-Defaulting Lender’s U.S. Revolving CommitmentCredit Commitment in respect of such Tranche. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Letter of Credit Obligations and Swing Loans Line Advances shall automatically be reallocated among the US Facility Lenders which are Non-Defaulting Lenders in accordance with their respective US Pro Rata Share of U.S. Revolving Commitments Shares (calculated without regard to such Defaulting Lender’s U.S. Revolving US Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 3.2(a) and (b) are satisfied at the time of such reallocation (and, unless the Borrowers US Borrower shall have otherwise notified the applicable Administrative Agent at such time, the Borrowers US Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure outstanding principal amount of US Advances of any Non-Defaulting Lender to exceed plus such Non-Defaulting Lender’s U.S. Revolving CommitmentUS Pro Rata Share of Letter of Credit Exposure to exceed the lesser of (A) such Non-Defaulting Lender’s US Commitment in effect at such time and (B) such Non-Defaulting Lender’s Pro Rata Share of the Borrowing Base in effect at such time. No Subject to Section 9.27, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share Commitment Percentages of U.S. the relevant Revolving Credit Commitments (calculated without regard to such Defaulting Lender’s U.S. Revolving CommitmentCredit Commitments) but only to the extent that (A) the conditions set forth in Section 4.2 6.3 are satisfied at the time of such reallocation (and, unless the Borrowers Company, after receiving written notice, shall have otherwise notified the Administrative Agent at such time, the Borrowers Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (B) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure Loans and interests in L/C Obligations and Swing Loans of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Bank having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations Letters of Credit and Swing Swingline Loans shall automatically be reallocated among the Nonnon-Defaulting Lenders (other than Tranche B Revolving Lenders) in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Applicable Percentages (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrowers Administrative Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Tranche A Revolving Credit Exposure of any Nonnon-Defaulting Lender to exceed such Nonnon-Defaulting Lender’s U.S. Tranche A Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s 's participation in L/C Obligations and Swing Loans shall automatically be reallocated among the Non-Defaulting Lenders with Revolving Credit Commitments in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Credit Commitment Percentages (in each case, calculated without regard to such Defaulting Lender’s U.S. 's Revolving Credit Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 §12 are satisfied at the time of such reallocation (and, unless the Borrowers Borrower Representative shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. 's Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇’s Lender's increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans Swingline Advances shall automatically be reallocated among the Lenders which are not a Defaulting Lender at such time (each, a “Non-Defaulting Lenders Lender”) in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Applicable Percentages (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 3.02 are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Revolver Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Applicable Percentages under the applicable Tranche (calculated without regard to such Defaulting Lender’s U.S. Revolving CommitmentCredit Commitment in respect of such Tranche) but only to the extent that (Ax) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrowers Company shall have otherwise notified the Administrative Agent at such time, the Borrowers Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (By) such reallocation does not cause the aggregate U.S. principal amount of outstanding Revolving Credit Exposure of Loans and participations in L/C Obligations and Swingline Loans any Non-Defaulting Lender at such time under the applicable Tranche to exceed such Non-Defaulting Lender’s U.S. Revolving CommitmentCredit Commitment in respect of such Tranche. No Subject to Section 13.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s U.S. Revolving Credit Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such 54537432_8 reallocation (and, unless the Borrowers Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations Letter of Credit Liabilities and Swing Swingline Loans shall automatically be reallocated among the Revolving Lenders that are Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Commitment Percentages (calculated determined without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 Article V. are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Revolving Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Revolving Lender’s U.S. Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall automatically be reallocated among the Non-Defaulting Non‑Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s U.S. Revolving Credit Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 6.2 (other than clause (d) thereof) are satisfied at the time of such reallocation (and, so long as the Administrative Agent has provided notice to the Borrower of such reallocation, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Credit Commitment. No Subject to Section 12.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Non‑Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All Subject to Section 3.6, all or any part of such Defaulting Lender’s participation in L/C Obligations and Swing LC Exposure, Swingline Loans or Multicurrency Revolving Credit Exposure shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Commitment Percentages (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (A) the conditions set forth out in Section 4.2 6.2 are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (B) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving CommitmentCommitted Amount. No reallocation hereunder under this Agreement shall constitute a waiver or release of any claim of any party hereunder under this Agreement against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All Notwithstanding anything to the contrary contained in this Agreement, if any Lender is or becomes a Defaulting Lender and if at the relevant time, there are any Letter of Credit Liabilities or Swingline Loans, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, all or any part of such Defaulting Lender’s participation Commitment to participate in L/C Obligations Letters of Credit and Swing Swingline Loans shall automatically (effective on the day such Lender becomes a Defaulting Lender) be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Commitment Percentages (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 Article III are satisfied at the such time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such the time, the Borrowers Borrower LEGAL02/33559407v8 shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of amount funded or participated in by any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations Letters of Credit and Swing Loans Swingline Advances shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share Shares of U.S. the aggregate amount of the Revolving Commitments Commitment (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 Sections 3.2 and 3.3 are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender Lender’s Pro Rata Share of the Aggregate Exposure to exceed such Non-Defaulting Lender’s U.S. Revolving Commitment. No Subject to Section 9.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans Swingline Advances shall automatically be reallocated among the Lenders which are not a Defaulting Lender at such time (each, a “Non-Defaulting Lenders Lender”) in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Applicable Percentages (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 3.02 are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Revolver Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s 's participation in L/C LC Obligations and Swing Swingline Loans shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Shares (calculated without regard to such Defaulting Lender’s U.S. 's Revolving Credit Loan Commitment) but only to the extent that (A) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrowers shall have otherwise Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 42575.100083 EMF_US 48981686v14 notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (B) such reallocation does not cause the aggregate U.S. Revolving Credit Fronting Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. 's Revolving Credit Loan Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ such Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇’s Lender's increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans Advances shall automatically be reallocated among the Lenders which are not a Defaulting Lender at such time (each, a “Non-Defaulting Lenders Lender”) in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Applicable Percentages (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 3.02 are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Revolver Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations Swing Advances and Swing Loans Letters of Credit shall automatically be reallocated among the Lenders which are not a Defaulting Lender at such time (each, a “Non-Defaulting Lenders Lender”) in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Applicable Percentages (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (Ax) the conditions set forth in Section 4.2 3.02 are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Revolver Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall automatically be reallocated among the Non-Defaulting Non‑Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Applicable Percentages under the applicable Tranche (calculated without regard to such Defaulting Lender’s U.S. Revolving CommitmentCredit Commitment in respect of such Tranche) but only to the extent that (Ax) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Committed Funded Exposure of any Non-Defaulting Non‑Defaulting Lender under the applicable Tranche to exceed such Non-Defaulting Non‑Defaulting Lender’s U.S. Revolving CommitmentCredit Commitment in respect of such Tranche. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Non‑Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Non‑Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations Letter of Credit Liabilities and Swing Swingline Loans shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Share of U.S. Revolving Commitments Credit Commitment Percentages (calculated determined without regard to such Defaulting Lender’s U.S. Revolving Credit Commitment) but only to the extent that (Ax) the conditions set forth in Article VI. (other than Section 4.2 6.2.(c) or (e)) are satisfied at the time of such reallocation (and, unless the Borrowers Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (By) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇Lender’s increased exposure following such reallocation.