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

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 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 any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit L/C Obligations and Swingline Advances Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Credit 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 Sections 3.2 and 3.3 Section 6.2 (other than clause (d) thereof) are satisfied at the time of such reallocation (and, so long as the Administrative Agent has provided notice to the Borrower of such reallocation, unless the 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 Credit Exposure of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

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

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters Letter of Credit Obligations and Swingline Swing Line Advances shall be reallocated among the US Facility Lenders which are Non-Defaulting Lenders in accordance with their respective US Pro Rata Shares of the aggregate amount of the Revolving Commitment (calculated without regard to such Defaulting Lender’s Revolving US Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 Section 3.2(a) and 3.3 (b) are satisfied at the time of such reallocation (and, unless the US Borrower shall have otherwise notified the applicable Administrative Agent at such time, the US 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 outstanding principal amount of US Advances of any Non-Defaulting Lender plus such Non-Defaulting Lender’s US Pro Rata Share of Letter of Credit Exposure to exceed the lesser of (A) such Non-Defaulting Lender’s US Commitment in effect at such time and (B) such Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure to exceed Borrowing Base in effect at such Non-Defaulting Lender’s Revolving Commitmenttime. Subject to Section 9.209.27, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Swing Advances shall be reallocated among the Lenders which are not a Defaulting Lender at such time (each, a “Non-Defaulting Lenders Lender”) in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 3.02 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 Credit Exposure of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Revolver Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters the Letter of Credit Obligations and Swingline Advances Advances, as the case may be, shall be reallocated among the Non-Defaulting Lenders in such applicable Facility in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitmentapplicable Commitments) but only to the extent that (x) the conditions set forth in Sections Section 3.2 and 3.3 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 any the sum of (1) the aggregate amount of Advances owing to such Non-Defaulting Lender, plus (2) such Non-Defaulting Lender’s Pro Rata Share participation in Swingline Advances and Letters of the Aggregate Exposure Credit to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit L/C Obligations and Swingline Advances Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Commitment Percentages of the aggregate amount of the relevant Revolving Commitment Credit Commitments (calculated without regard to such Defaulting Lender’s Revolving CommitmentCredit Commitments) but only to the extent that (xA) the conditions set forth in Sections 3.2 and 3.3 Section 6.3 are satisfied at the time of such reallocation (and, unless the Borrower Company, after receiving written notice, 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 (yB) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations and Swing Loans of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Bank having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in reimbursement obligations with respect to Letters of Credit and Swingline Advances Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 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 Credit Exposure of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.20No reallocation Virtus Investment Partners, no reallocation Inc. Amended and Restated Credit Agreement hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters Letter of Credit Obligations and Swingline Swing Line Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment Share (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 3.02 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 Credit Exposure of any Non-Defaulting Lender to exceed the lesser of (i) such Non-Defaulting Lender’s Commitment then in effect and (ii) such Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure to exceed such Non-Defaulting Lender’s Revolving CommitmentBorrowing Base then in effect. Subject to Section 9.209.24, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters Letter of Credit and Swingline Advances Liabilities shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Credit Commitment Percentages (calculated determined without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Article VI (other than Section 6.2(c) or (e)) 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 Credit Exposure of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2013.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters Letter of Credit Obligations and Swingline Advances Swing Line Loans shall Alaska Communications Systems Holdings, Inc. Credit Agreement be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 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 any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Revolving Credit Facility Usage to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.2011.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Non Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Advances shall be reallocated among the Lenders which are not a Defaulting Lender at such time (each, a “Non-Defaulting Lenders Lender”) in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 3.02 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 Credit Exposure of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Revolver Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Advances Loans shall be reallocated (effective no later than one (1) Business Day after the Administrative Agent has actual knowledge that such Lender has become a Defaulting Lender) among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of Applicable Dollar Percentages and Applicable Multicurrency Percentages, as the aggregate amount of the Revolving Commitment case may be (in each case, calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 4.02 are satisfied at the time of such reallocation (and, unless the 73 Second Amended and Restated Revolving Credit Agreement 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 Credit Exposure of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.209.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s 's participation in Letters of Credit and Swingline Advances L/C Obligations shall be reallocated among the Non-Defaulting Lenders with Revolving Credit Commitments in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Credit Commitment Percentages (in each case, calculated without regard to such Defaulting Lender’s 's Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 §12 are satisfied at the time of such reallocation (and, unless the Borrower Representative 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 Credit Exposure of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s 's Revolving Credit Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s 's increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit L/C Obligations and Swingline Advances Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Percentages of the aggregate amount of the relevant Revolving Commitment Credit Commitments (calculated without regard to such Defaulting Lender’s Revolving CommitmentCredit Commitments) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 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 Loans and interests in L/C Obligations and Swingline Loans of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2013.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit Credit, Swing Line Loans and Swingline Protective Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Sections 3.2 and 3.3 Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have 157 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 (yz) such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.2010.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Advances Loans shall be reallocated among the Nonnon-Defaulting Lenders (other than Tranche B Revolving Lenders) in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 4.02 are satisfied at the time of such reallocation (and, unless the Administrative Borrower 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 Tranche A Revolving Credit Exposure of any Nonnon-Defaulting Lender to exceed such non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure to exceed such Non-Defaulting Lender’s Tranche A Revolving Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All Notwithstanding anything to the contrary contained in this Agreement, if any Lender is or becomes a Defaulting Lender and if at the relevant time, there are any Letter of Credit Liabilities or Swingline Loans, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, all or any part of such Defaulting Lender’s participation Commitment to participate in Letters of Credit and Swingline Advances Loans shall automatically (effective on the day such Lender becomes a Defaulting Lender) be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the 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 Sections 3.2 and 3.3 Article III 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 LEGAL02/33559407v8 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 amount funded or participated in by any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit L/C Obligations and Swingline Advances Loans shall be reallocated among the Non-Defaulting Non‑Defaulting Lenders in accordance with their respective Pro Rata Shares of Applicable Percentages under the aggregate amount of the Revolving Commitment applicable Tranche (calculated without regard to such Defaulting Lender’s Revolving CommitmentCredit Commitment in respect of such Tranche) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 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 Committed Funded Exposure of any Non-Defaulting Lender’s Pro Rata Share of Non‑Defaulting Lender under the Aggregate Exposure applicable Tranche to exceed such Non-Defaulting Non‑Defaulting Lender’s Revolving CommitmentCredit Commitment in respect of such Tranche. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Non‑Defaulting Lender as a result of such Non-Defaulting Non‑Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such a Defaulting Lender’s participation in Letters of Credit and Swingline Advances L/C Obligations shall be reallocated among the Non-Defaulting Lenders under the Revolving Credit Facility in accordance with their respective Pro Rata Ratable Shares of the aggregate amount of under the Revolving Commitment Credit Facility (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 3.04 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 Credit Exposure of any Non-Defaulting Lender’s Pro Rata Share of Lender under the Aggregate Exposure Revolving Credit Facility to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.”

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s 's participation in Letters the Letter of Credit Obligations and Swingline Advances Advances, as the case may be, shall be reallocated among the Non-Defaulting Lenders in such applicable Facility in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment's applicable Commitments) but only to the extent that (x) the conditions set forth in Sections Section 3.2 and 3.3 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 any the sum of (1) the aggregate amount of Advances owing to such Non-Defaulting Lender’s Pro Rata Share , plus (2) such Non-Defaulting Lender's participation in Swingline Advances and Letters of the Aggregate Exposure Credit to exceed such Non-Defaulting Lender’s Revolving 's Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s 's increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit L/C Obligations and Swingline Advances Loans #4827-9295-4127 #PageNum# shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Share of the aggregate amount of the Revolving Commitment Commitments (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (xA) the conditions set forth in Sections 3.2 and 3.3 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 (yB) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 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 any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters Letter of Credit Liabilities and Swingline Advances Loans shall be reallocated among the Revolving Lenders that are Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the 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 Sections 3.2 and 3.3 Article V. 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 Credit Exposure of any Revolving Lender that is a Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Revolving Lender’s Revolving Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters Letter of Credit Obligations and Swingline Swing Line Advances shall be reallocated among the US Facility Lenders which are Non-Defaulting Lenders in accordance with their respective US Pro Rata Shares of the aggregate amount of the Revolving Commitment (calculated without regard to such Defaulting Lender’s Revolving US Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 Section 3.2(a) and 3.3 (b) are satisfied at the time of such reallocation (and, unless the US Borrower shall have otherwise notified the applicable Administrative Agent at such time, the US Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) 80 such reallocation does not cause the outstanding principal amount of US Advances of any Non-Defaulting Lender plus such Non-Defaulting Lender’s US Pro Rata Share of Letter of Credit Exposure to exceed the lesser of (A) such Non-Defaulting Lender’s US Commitment in effect at such time and (B) such Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure to exceed Borrowing Base in effect at such Non-Defaulting Lender’s Revolving Commitmenttime. Subject to Section 9.209.27, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit L/C Obligations and Swingline Advances Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of Applicable Percentages under the aggregate amount of the Revolving Commitment applicable Tranche (calculated without regard to such Defaulting Lender’s Revolving CommitmentCredit Commitment in respect of such Tranche) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 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 Committed Funded Exposure of any Non-Defaulting Lender’s Pro Rata Share of Lender under the Aggregate Exposure applicable Tranche to exceed such Non-Defaulting Lender’s Revolving CommitmentCredit Commitment in respect of such Tranche. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters Revolving Proportionate Share of Credit the Effective Amount of L/C Obligations and Swingline Advances Swing Line Loans shall automatically (effective on the day such Lender becomes a Defaulting Lender) be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Proportionate Shares of the aggregate amount of the Revolving Commitment (calculated without regard to such Defaulting Lender’s Revolving Loan Commitment) but only to the extent that (xA) the conditions set forth in Sections 3.2 and 3.3 Section 3.02 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 any Non-Defaulting the sum of (I) the Effective Amount of all Revolving Loans made by such Lender outstanding at such time and (II) such Lender’s Pro Rata Share of the Aggregate Exposure Total Lender Risk Participation at such time to exceed such Non-Defaulting Lender’s Revolving CommitmentLoan Commitment at such time. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit L/C Obligations and Swingline Advances Loans shall be reallocated among the Non-Defaulting Non‑Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Credit 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 Sections 3.2 and 3.3 Section 6.2 (other than clause (d) thereof) are satisfied at the time of such reallocation (and, so long as the Administrative Agent has provided notice to the Borrower of such reallocation, unless the 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 Credit Exposure of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.2012.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Non‑Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit L/C Obligations and Swingline Swing Line Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Ratable Shares of the aggregate amount of the Revolving Commitment (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 3.02 are satisfied at the time of such reallocation (and, upon notice from the Agent of the time of the reallocation (which notice shall be given reasonably prior to any proposed reallocation), unless the Borrower shall have otherwise notified the Administrative Agent at prior to the time of such timeproposed reallocation, 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 sum of the aggregate principal amount of Revolving Credit Advances, the participations in outstanding Letters of Credit and participation in Swing Line Advances of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All Notwithstanding anything to the contrary contained in this Agreement, if any Lender is or becomes a Defaulting Lender and if at the relevant time, there are any Letter of Credit Liabilities or outstanding Swingline Loans, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, all or any part of such Defaulting Lender’s participation Commitment to participate in Letters of Credit and Swingline Advances Loans shall automatically (effective on the day such Lender becomes a Defaulting Lender) be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving #PageNum# LEGAL02/33558006v8 Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Article III 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 (y) such reallocation does not cause the aggregate amount funded or participated in by any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All Subject to Section 3.6, all or any part of such Defaulting Lender’s participation in Letters of LC Exposure, Swingline Loans or Multicurrency Revolving Credit and Swingline Advances Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (xA) the conditions set forth out in Sections 3.2 and 3.3 Section 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 (yB) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving CommitmentCommitted Amount. Subject to Section 9.20, no No reallocation hereunder under this Agreement shall constitute a waiver or release of any claim of any party hereunder under this Agreement against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Advances shall be reallocated among the Lenders which are not a Defaulting Lender at such time (each, a “Non-Defaulting Lenders Lender”) in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 3.02 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 Credit Exposure of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Revolver Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters the Dollar Equivalent of the Letter of Credit Exposure and Swingline Swing Line Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Pro Rata Shares of the aggregate amount of the Revolving Commitment Share (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections Section 3.2 and 3.3 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 any Non-Defaulting Lender’s the sum of the aggregate outstanding Revolving Advances, plus the Revolving Pro Rata Share of the Aggregate Dollar Equivalent of the Letter of Credit Exposure and the Swing Line Advances of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit L/C Commitments and L/C Advances and Swingline Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 5.02 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 Working Capital Advances, L/C Advances, L/C Exposure and Applicable Percentage of the Swingline Advances of any Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters Letter of Credit Obligations and Swingline Swing Line Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment Share (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2 and 3.3 Section 3.02 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 Credit Exposure of any Non-Defaulting Lender to exceed the lesser of (i) such Non-Defaulting Lender’s Commitment then in effect and (ii) such Non-Defaulting Lender’s Pro Rata Share of the Aggregate Exposure to exceed such Non-Defaulting Lender’s Revolving CommitmentBorrowing Base then in effect. Subject to Section 9.20, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.