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 obligation to fund participations in respect of Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Credit Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2410.17 hereof, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Outstandings shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Facility Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Applicable Borrower shall have otherwise notified the Administrative Agent at such time, the Applicable Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Facility Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations interests in respect of Letters of Credit and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 3.1 are satisfied at the such time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such the time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate principal amount of Revolving Extensions Loans and interests in Letters of Credit and Swing Loans of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent, promptly following any written request from the Administrative Agent at such timethat it do so, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Outstanding Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2411.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.03 are satisfied at the time of such reallocation (and, unless the Borrower shall have has 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 (y) such reallocation does not cause the aggregate Revolving Extensions of Facility Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Facility Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Pro Rata Share of any Non-Defaulting Lender in the Total Outstandings to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2410.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All All, or any part part, of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) ), but only to the extent that that: (x) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ; and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender Exposure at such time to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.01 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (y) such reallocation does not cause the aggregate Revolving Extensions of Facility Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Facility Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Disbursements shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations shall be reallocated among the Non-Defaulting Revolving Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Outstanding Revolving Extensions of Credit Exposure of any Non-Defaulting Revolving Lender to exceed such nonNon-Defaulting LenderRevolving ▇▇▇▇▇▇’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Revolving Lender as a result of such Non-Defaulting LRevolving ▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.03 are satisfied at the time of such reallocation (and, unless the Borrower shall have Representative has otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Facility Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Facility Commitment. Subject to Section 9.249.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Credit Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 5.03 are satisfied at the time of such reallocation (and, unless the Borrower Company shall have otherwise notified the Administrative Agent at such time, the Borrower Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2410.27, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender Lender’s Pro Rata Share of the Revolving Credit Facility Usage to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations shall be reallocated among the Non-Defaulting Lenders that are Revolving Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, and unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Outstanding Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 3.1 are satisfied at the such time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such the time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate principal amount of Revolving Extensions of Credit Loans and participating interests in L/C Obligations and Swing Loans of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All In the case of a Defaulting Lender that is a Revolving Lender of a given Class, all or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Liabilities of such Class shall be reallocated among the Non-Defaulting Lenders that are Revolving Lenders of such Class in accordance with their respective Pro Rata Revolving Commitment Percentages of such Class, as applicable (calculated in each case, determined without regard to such Defaulting Lender’s Commitment) Revolving Commitment of the applicable Class), but only to the extent that (x) the conditions set forth in Section 4.2 Article VI are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions Credit Exposure of Credit a given Class of any Non-Defaulting Lender that is a Revolving Lender of such Class to exceed such nonNon-Defaulting Lender’s Revolving Credit CommitmentCommitment of such Class. Subject to Section 9.2413.3, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Revolving Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of the Participation Interests of such Defaulting Lender’s obligation to fund participations Lender in respect of Letters of Credit the LOC Obligations shall be reallocated among the Nonnon-Defaulting Lenders in accordance with their respective Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Commitment) Ratable Shares but only to the extent that (x) the sum of all non-Defaulting Lenders’ outstanding Advances and Participation Interests LOC Obligations plus such Defaulting Lender’s Participation Interest LOC Obligations does not exceed the total of all non-Defaulting Lenders’ Commitments and (y) the conditions set forth in Section 4.2 5.03 are satisfied at the such time of such reallocation (and, unless the Borrower Whirlpool shall have otherwise notified the Administrative Agent at such time, the Borrower Whirlpool shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2410.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.3 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender Lender’s Pro Rata Share of the Revolving Credit Facility Usage to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2411.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Non Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Liabilities and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Loan Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 Subsection 7.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Obligations of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Revolver Loan Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Revolver Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages of the relevant Commitments (calculated without regard to such Defaulting Lender’s CommitmentCommitments) but only to the extent that (x) the conditions set forth in Section 4.2 7.1 hereof are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Loans and interests in L/C Obligations of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Pro Rata Share of any Non-Defaulting Lender in the Total Outstandings to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2410.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 3.1 are satisfied at the such time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such the time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate principal amount of Revolving Extensions of Credit Loans and participating interests in L/C Obligations of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2410.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation participation in LC Exposure and Swingline Exposure (other than, in the case of a Defaulting Lender that is a Swingline Lender, the portion of such Swingline Exposure referred to fund participations in respect clause (b) of Letters the definition of Credit such term) shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Outstandings and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Facility Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Facility Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations shall be reallocated among the Non-Defaulting Lenders that are Revolving Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, and unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages of the relevant Commitments (calculated without regard to such Defaulting Lender’s CommitmentCommitments) but only to the extent that (x) the conditions set forth in Section 4.2 7.1 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Loans and interests in L/C Obligations of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 3.2 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate outstanding Revolving Extensions Loans and participations in Letters of Credit Credit, Swing Loans and Overadvances of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2411.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations in respect of Letters of Credit participation Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s CommitmentDevelopment Line of Credit Committed Amount) but only to the extent that (x) the conditions set forth in Section 4.2 9 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Committed Funded Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Development Line of Credit CommitmentCommitmed Amount. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have has 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 (yB) such reallocation does not cause the aggregate Revolving Extensions of Aggregate Outstanding Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Obligations and Swingline Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 3.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Outstandings of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LOC Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Committed Funded Exposure of any Non-Non- Defaulting Lender to exceed such nonNon-Defaulting Lender▇▇▇▇▇▇’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit shall be reallocated among the Non-Lenders (other than any Defaulting Lenders Lender) in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 6.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Lender (other than any Defaulting Lender Lender) to exceed such non-Defaulting Lender’s Revolving Credit Commitment. Subject ; provided, that, subject to Section 9.2412.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Lender (other than any Defaulting Lender Lender) as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions amount of Credit the Commitments of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 6.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit CommitmentApplicable Percentage of the aggregate Commitments. Subject to Section 9.2412.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Credit Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2410.17 hereof, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.01 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (y) such reallocation does not cause the aggregate Revolving Extensions of Facility Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Facility Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Non- Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Outstanding Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit Credit, Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2411.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Liabilities shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated determined without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 Article VI are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Commitment of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2413.23 below, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages of the relevant Commitments (calculated without regard to such Defaulting Lender’s CommitmentCommitments) but only to the extent that (x) the conditions set forth in Section 4.2 7.1 hereof are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Loans and interests in L/C Obligations of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.01 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (y) such reallocation does not cause the aggregate Revolving Extensions of Facility Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender▇▇▇▇▇▇’s Revolving Credit Facility Commitment. Subject to Section 9.2410.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.01 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (y) such reallocation does not cause the aggregate Revolving Extensions of Facility Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting LenderL▇▇▇▇▇’s Revolving Credit Facility Commitment. Subject to Section 9.2410.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit Risk Participation Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Ratable Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 Article 7 are satisfied at the time of such reallocation (and, unless the Borrower Holdings shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate principal amount of the Revolving Extensions of Credit Loans, plus the Risk Participation Exposure, of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2415.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.. ​

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender Exposure at such time to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2411.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Outstandings and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Facility Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Facility Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2411.29, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇Le▇▇▇▇ having ▇aving become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LLe▇▇▇▇▇’s ’▇ increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such a Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.03 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2410.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations 's participation in respect of Letters of Credit and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s 's Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 3.2 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate outstanding Revolving Extensions Loans and participations in Letters of Credit Credit, Swing Loans and Overadvances of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit 's Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇’s Lender's increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at 6090356 -▇▇- ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Outstanding Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Commitment (for purposes of this clause (iv), Credit CommitmentExposure shall be calculated disregarding any portion of the LC Exposure which has been Cash Collateralized). Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.01 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Facility Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Facility Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such a Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.03 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Ratable Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 6.2 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate outstanding Revolving Extensions Credit Loans plus the Ratable share of Credit the outstanding Swing Loans of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit shall and Swing Line Loans will be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (xi) the conditions set forth in Section subsection 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall Company will have otherwise notified the Administrative Agent at such Ruths_Second Amended and Restated Credit Agreement (2) time, the Borrower shall Company will be deemed to have represented and warranted that such conditions are satisfied at such time), and (yii) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Loan Commitment. Subject to Section 9.24, no No reallocation hereunder shall will constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit and Swingline Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Applicable Percentage (calculated without regard to such Defaulting Lender’s 5-Year Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 10.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Individual 5-Year Lending Capacity of any Non-Defaulting Lender Lenders to exceed such non-Defaulting Lender’s Revolving Credit Commitmentbe less than zero. Subject to Section 9.2416.29, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations in respect of Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Credit Commitment. Subject NoSubject to Section 9.24, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Outstandings and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Revolving Facility Percentage (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Facility Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation. Notwithstanding anything in this subpart (iv) to the contrary, such Defaulting Lender’s participation in LC Outstandings and Swing Loans shall only be reallocated among the Non-Defaulting Lenders if the conditions precedent under Section 4.02(b) are satisfied at the time of such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.01 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (y) such reallocation does not cause the aggregate Revolving Extensions of Facility Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting LenderL▇▇▇▇▇’s Revolving Credit Facility Commitment. Subject to Section 9.2410.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of the Participation Interests of such Defaulting Lender’s obligation to fund participations Lender in respect of Letters of Credit the LOC Obligations shall be reallocated among the Nonnon-Defaulting Lenders in accordance with their respective Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Commitment) Ratable Shares but only to the extent that (x) the sum of all non-Defaulting Lenders’ outstanding Advances and Participation Interests LOC Obligations plus such Defaulting Lender’s Participation Interest LOC Obligations does not exceed the total of all non-Defaulting Lenders’ Commitments and (y) the conditions set forth in Section 4.2 5.03 are satisfied at the such time of such reallocation (and, unless the Borrower Whirlpool shall have otherwise notified the Administrative Agent at such time, the Borrower Whirlpool shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Outstandings and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Facility Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Facility Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2411.29, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Outstandings and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Facility Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Facility Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolver Percentages (calculated without regard to such Defaulting Lender’s CommitmentCommitments) but only to the extent that (x) the conditions set forth in Section 4.2 7.1 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Loans and interests in L/C Obligations of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations in respect of Letters of Credit LC Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Revolving Commitment Percentage (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.03 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Lender Letters of Credit and Swingline Loans shall be reallocated among the Nonnon-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Revolving Loan Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Nonnon-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Credit Loan Commitment. Subject to Section 9.2410.24, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation. If the reallocation described above cannot, or can only partially, be effected, Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second, cash collateralize the Issuing Lenders’ Fronting Exposure in an amount equal to the amount set forth in Section 8.3(b).

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Exposure and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages of the relevant Commitments (calculated without regard to such Defaulting Lender’s CommitmentCommitments) but only to the extent that (x) the conditions set forth in Section 4.2 7.1 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Loans and interests in Swingline Loans of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Usage and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Aggregate Pro Rata Percentages Share (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 subsection 6.2 are satisfied at the time of such reallocation (and, unless the Borrower Company shall have otherwise notified the Administrative Agent Agents at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Domestic Loan Exposure or Canadian Loan Exposure, as applicable, of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation participation in LC Exposure and Swingline Exposure (other than, in the case of a Defaulting Lender that is a Swingline Lender, the portion of such Swingline Exposure referred to fund participations in respect clause (b) of Letters the definition of Credit such term) shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Exposure and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages (calculated determined without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that LLend▇▇ ▇▇▇▇▇ having ing become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LLend▇▇’▇ ▇▇▇’s increased ncreased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Loans and participations in Swing Line Loans of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolver Percentages (calculated without regard to such Defaulting 735490334 Lender’s CommitmentCommitments) but only to the extent that (x) the conditions set forth in Section 4.2 7.1 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Loans and interests in L/C Obligations of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Outstandings and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata R/L Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 7 are satisfied at the time of such reallocation (and, unless the Borrower Company shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions R/L Percentage of Credit the Aggregate Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Loan Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All All, or any part part, of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) ), but only to the extent that that: (x) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ; and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender Exposure at such time to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Liabilities shall be reallocated among the Non-Non- Defaulting Lenders in accordance with their respective Pro Rata Revolving Commitment Percentages (calculated determined without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied no Event of Default shall have occurred and is continuing at the time of such reallocation (and, unless the Borrower Company shall have otherwise notified the Administrative Agent at such time, the Borrower Company shall be deemed to have represented and warranted that such conditions are condition is satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2412.21., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, upon notice to the Company of such reallocation, unless the Borrower Company shall have otherwise notified the Administrative Agent at such time, the Borrower Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit credit exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2411.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LOC Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Commitment Percentages (calculated determined without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject NoSubject to Section 9.2410.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions amount of Credit the Commitments of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Credit Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 5.02 are satisfied at the time of such reallocation (andprovided, unless however, that notwithstanding anything herein to the Borrower shall have otherwise notified the Administrative Agent at such timecontrary, the Borrower Company shall not be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject NoSubject to Section 9.2410.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposures of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender Lender’s Pro Rata Share of the Revolving Credit Facility Usage to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2411.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2410.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.01 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Facility Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Facility Commitment. Subject NoSubject to Section 9.249.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated determined without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 Article IV are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Outstanding Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.18, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Outstanding Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2415.4 hereof, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation. (g) Effective as of December 31, 2016, Section 6.21(b) of the Credit Agreement is deleted and replaced with the following:

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.249.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.01 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Facility Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Facility Commitment. Subject to Section 9.249.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 5.02 are satisfied at the time of such reallocation (and, unless the WEST\275206959.13 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 (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2411.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All In the case of a Defaulting Lender that is a Revolving Lender, all or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters Letter of Credit Liabilities and Swingline Loans shall be reallocated among the Non-Defaulting Lenders that are Revolving Lenders in accordance with their respective Pro Rata Revolving Commitment Percentages (calculated determined without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 Article VI are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time)reallocation, and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender that is a Revolving Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.24‎Section 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 L▇▇▇▇▇ Revolving Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent Revolving Agent, at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2411.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Exposure and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (xA) the conditions set forth in Section 4.2 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Parent shall have otherwise notified the Administrative Agent at such time, the Borrower Parent shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause (1) the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Commitment, or (2) the Revolving Credit CommitmentExposure of any Non-Defaulting Lender denominated in Alternative Currencies to exceed such Non-Defaulting Lender’s Commitment in Alternative Currencies, in each case, calculated at the time of such reallocation. Subject to Section 9.2410.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 4.01 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), ) and (y) such reallocation does not cause the aggregate Revolving Extensions of Facility Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender▇▇▇▇▇▇’s Revolving Credit Facility Commitment. Subject to Section 9.2410.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations participation in respect of Letters of Credit LC Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 6.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Maximum Revolving Credit CommitmentAmount. Subject to Section 9.2412.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s obligation to fund participations 's participation in respect of Letters of Credit LC Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Applicable Percentages (calculated without regard to such Defaulting Lender’s 's Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 6.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit Exposure of any Non-Defaulting Lender to exceed such nonNon-Defaulting Lender’s Revolving 's Maximum Credit CommitmentAmount. Subject to Section 9.2412.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that L▇▇▇▇▇ Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting L▇▇▇▇▇’s Lender's increased exposure following such reallocation.