Common use of Reallocation of Applicable Percentages to Reduce Fronting Exposure Clause in Contracts

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 and 2.11, the “USD Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the USD Revolving Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any such Lender, plus such Lender’s USD Percentage pro rata share of the Outstanding Amount of all other L/C ObligationsObligations (prior to giving effect to such reallocation), plus such Lender’s USD Percentage pro rata share of the Outstanding Amount of all Swing Line other Swingline Loans shall not exceed (prior to giving effect to such Lender’s USD Commitmentreallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.04 and 2.112.05, the “USD Applicable Percentage” of each nonNon-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, provided that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lendertime of such reallocation, no Default or Event of Default exists; and (ii) the aggregate obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect theretoLender. Subject to Section 10.21, the aggregate Outstanding Amount of the USD Revolving Loans no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, plus including any claim of a Non-Defaulting Lender as a result of such LenderNon-Defaulting Xxxxxx’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderBank, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender Bank to acquire, refinance or fund participations in Letters of Credit or Swing Line Applicable Tranche Swingline Loans pursuant to Sections 2.02 and 2.11Section 2.14, the pro rata portion and “USD Applicable Percentage” of each non-Defaulting Lender Bank shall be computed from time to time without giving effect to the USD Applicable Tranche Commitment of that Defaulting LenderBank with respect to each Applicable Tranche; provided, provided that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lendertime of any such reallocation, no Default or Unmatured Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender Bank to acquire, refinance or fund participations in Letters of Credit and Swing Line the Applicable Tranche Swingline Loans shall not exceed the positive difference, if any, of (1) the USD Applicable Tranche Commitment of that non-Defaulting USD Lender Bank minus (2) the aggregate Outstanding Amount outstanding amount of the USD Applicable Tranche Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.Bank

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender under the Revolving Facility, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans Alternative Currency Risk Participations pursuant to Sections 2.02 and 2.112.03, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Revolving Commitment of that such Defaulting Lender; provided, provided that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Event of Default exists; and (ii) the aggregate obligation of each such non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans Alternative Currency Risk Participations shall not exceed the positive difference, if any, of (1) the USD Revolving Commitment of that such non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Committed Revolving Loans of that Lender and (iii) after giving effect theretosuch Lender. Subject to Section 10.20, the aggregate Outstanding Amount of the USD Revolving Loans no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lxxxxx having become a Defaulting Lender, plus including any claim of a non-Defaulting Lender as a result of such Lendernon-Defaulting Lxxxxx’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit, Swingline Loans or Participation Foreign Credit or Swing Line Loans pursuant to Sections 2.02 and 2.11Instruments, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment Commitments of that Defaulting Lender; provided, that, (ix) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit, Swingline Loans and Foreign Credit and Swing Line Loans Instruments shall not exceed (A) the positive difference, if any, of (1) the USD Domestic Revolving Commitment of that non-Defaulting USD Lender minus (2) the sum of the LC Exposure, Swingline Exposure and the aggregate principal amount of the outstanding Domestic Revolving Loans of that Lender, (B) (1) the Global Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount principal amount of the USD outstanding Global Revolving Loans of that Lender and and/or (iiiC) after giving effect thereto, (1) the aggregate Outstanding Amount Foreign Credit Commitment of that non-Defaulting Lender minus (2) the USD Revolving Loans Foreign Credit Exposure of any that Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections Section 2.02 and Section 2.11, the “USD Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such LenderXxxxxx’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such LenderXxxxxx’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.04 and 2.112.05 and the payments of participation fees pursuant to Section 2.12(b), the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Revolving Commitment of that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; (ii1) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1A) the USD Revolving Commitment of that non-Defaulting USD Lender minus (2B) the aggregate Outstanding Amount principal amount of the USD Revolving Loans of that Lender and Lender, (iii2) any such acquisition, refinancing or funding of participations shall only occur to the extent that the conditions set forth in Section 4.02 are satisfied after giving effect theretothereto and (3) in the case of Letters of Credit, no such acquisition, refinancing or funding of participations shall be required to the aggregate Outstanding Amount extent such Letter of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD CommitmentCredit has been cash collateralized.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderBank, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender Bank to acquire, refinance or fund participations in Letters of Credit or Swing Line Applicable Tranche Swingline Loans pursuant to Sections 2.02 and 2.11Section 2.14, the pro rata portion and “USD Applicable Percentage” of each non-Defaulting Lender Bank shall be computed from time to time without giving effect to the USD Applicable Tranche Commitment of that Defaulting LenderBank with respect to each Applicable Tranche; provided, provided that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lendertime of any such reallocation, no Default or Unmatured Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender Bank to acquire, refinance or fund participations in Letters of Credit and Swing Line the Applicable Tranche Swingline Loans shall not exceed the positive difference, if any, of (1) the USD Applicable Tranche Commitment of that non-Defaulting USD Lender Bank minus (2) the aggregate Outstanding Amount outstanding amount of the USD Applicable Tranche Revolving Loans of that Lender and (iii) after giving effect theretoBank. Subject to Section 11.16, the aggregate Outstanding Amount of the USD Revolving Loans no reallocation hereunder shall constitute a waiver or release of any Lenderclaim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, plus including any claim of a non-Defaulting Bank as a result of such Lendernon-Defaulting Bank’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (ix) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect theretoLender. Subject to Section 11.20, the aggregate Outstanding Amount of the USD Revolving Loans 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, plus including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Revolving Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Revolving Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender. Notwithstanding anything herein to the contrary, the Borrower shall not be required to deliver Cash Collateral to cover the Fronting Exposure of a Defaulting Lender and (iii) under this Agreement unless such Fronting Exposure remains after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentto this Section 2.15(a)(iv).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender that is a Revolving Credit Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender that is a Revolving Credit Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of the Revolving Credit Facility of each such non-Defaulting Lender shall be computed without giving effect to the USD Revolving Credit Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; provided, that on any date thereafter during such period, to the extent that such Default or Event of Default has been cured or waived, such reallocation shall occur on such later date; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Revolving Credit Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Credit Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.04 and 2.112.05, the “USD Applicable Percentage” of each nonNon-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, provided that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lendertime of such reallocation, no Default or Event of Default exists; and (ii) the aggregate obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect theretoLender. Subject to Section 10.20, the aggregate Outstanding Amount of the USD Revolving Loans 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, plus including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.02 2.4 and 2.112.5, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, provided that (ix) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount outstanding amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans Lender. 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, plus including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each nonNon-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that nonNon-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans Lender. 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, plus including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for For purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans Lender. 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, plus including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, provided that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; or Event of Default exists and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the USD Revolving Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any such Lender, plus such Lender’s USD Percentage pro rata share of the Outstanding Amount of all other L/C ObligationsObligations (prior to giving effect to such reallocation), plus such Lender’s USD Percentage pro rata share of the Outstanding Amount of all Swing Line other Swingline Loans shall not exceed (prior to giving effect to such Lender’s USD Commitmentreallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to make, or acquire, refinance or fund participations in Letters of Credit or in, Swing Line Loans pursuant to Sections 2.02 2.07 or 2.08 (and 2.11subject to a Swing Line Lender’s discretion to provide Swing Line Loans in amounts greater than its MC Swing Line Commitment or USD Swing Line Commitment, as the case may be) or Letters of Credit pursuant to Sections 2.09, the “USD Applicable Percentage” of each such non-Defaulting Lender shall be computed from time to time without giving effect to the MC Commitment or USD Commitment Commitment, as applicable, of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date time of any such reallocation, no Default or Event of Default exists; and (ii) such reallocation does not cause the applicable Credit Exposure of any such non-Defaulting Lender becomes to exceed such non-Defaulting Lender’s MC Commitment or USD Commitment, as applicable. Subject to Section 9.18, 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, no Default exists; (ii) the aggregate obligation including any claim of each a non-Defaulting USD Lender to acquire, refinance or fund participations in Letters as a result of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that such non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Dollar Revolving Facility Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Dollar Revolving Commitment of that such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Dollar Revolving Commitment of that such non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Committed Dollar Revolving Loans of that such Lender and (iii) after giving effect thereto, under the aggregate Outstanding Amount of the USD Dollar Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD CommitmentFacility.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender with a Revolving Commitment under the applicable Revolving Tranche shall be computed without giving effect to the USD Revolving Commitment of that Defaulting Lender; provided, that, (ix) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, (A) no Default existsor Event of Default exists and (B) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Administrative Agent and the Lenders may assume that such conditions are satisfied at such time); and (iiy) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and and, if a Revolving A Lender, Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Revolving Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender, unless that Defaulting Lender shall have provided sufficient Cash Collateral (to the satisfaction of the applicable L/C Issuer and/or the Swing Line Lender) to eliminate any Fronting Exposure with respect to such Defaulting Lender; provided, that, (ix) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.04 and 2.112.05, the “USD Applicable Percentage” of each nonNon-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, provided that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lendertime of such reallocation, no Default or Event of Default exists; and (ii) the aggregate obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans Lender. 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, plus including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans Lender. 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, plus including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderBank, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender Bank to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.02 and 2.11Section 2.14, the pro rata portion and “USD Applicable Percentage” of each non-Defaulting Lender Bank shall be computed from time to time without giving effect to the MC Commitment or USD Commitment of that Defaulting LenderBank; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lendertime of any such reallocation, no Default or Unmatured Default exists; (ii) the aggregate obligation of each non-Defaulting USD Lender Bank to acquire, refinance or fund participations in Letters MC Swingline Loans shall not exceed the positive difference, if any, of Credit (1) the MC Commitment of that non-Defaulting Bank minus (2) the aggregate outstanding amount of the MC Revolving Loans of that Bank and Swing Line (iii) the aggregate obligation of each non-Defaulting Bank to acquire, refinance or fund participations in USD Swingline Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender Bank minus (2) the aggregate Outstanding Amount outstanding amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD CommitmentBank.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.04 and 2.112.05, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect theretoLender. Subject to Section 10.23, the aggregate Outstanding Amount of the USD Revolving Loans 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, plus including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.reallocation. 112

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender which is a US Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund DWT 16166918v15 4900000-001225 participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.04 and 2.112.05, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD US Commitment of that Defaulting LenderLender in either the numerator or the denominator; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable US Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD US Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any US Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD PercentagePro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender. So long as any Lender and (iii) after giving effect theretois a Defaulting Lender, the aggregate Outstanding Amount Swing Line Lender shall not be required to fund any Swing Line Loan unless it is satisfied that the related exposure will be 100% covered by the Commitments of the USD Revolving Loans of non-Defaulting Lenders and/or Cash Collateralized in accordance with this Section (and participating interests in any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all newly made Swing Line Loans Loan shall be allocated among non-Defaulting Lenders in a manner consistent with this Section (and Defaulting Lenders shall not exceed such Lender’s USD Commitmentparticipate therein).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.02 and 2.112.09, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default existsthe conditions set forth in Section 4.02 are satisfied; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount outstanding amount of the USD Revolving Loans of that Lender and (iii) after giving effect theretoLender. Subject to Section 10.22, the aggregate Outstanding Amount of the USD Revolving Loans no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, plus including any claim of a non-Defaulting Lender as a result of such Lendernon-Defaulting Xxxxxx’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Swingline Loans and Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.04 and 2.112.05 and the payments of participation fees pursuant to Section 2.12(b), the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Revolving Commitment of that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; (ii1) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1A) the USD Revolving Commitment of that non-Defaulting USD Lender minus (2B) the aggregate Outstanding Amount principal amount of the USD Revolving Loans of that Lender and Lender, (iii2) any such acquisition, refinancing or funding of participations shall only occur to the extent that the conditions set forth in Section 4.02 are satisfied after giving effect theretothereto and (3) in the case of 84 Letters of Credit, no such acquisition, refinancing or funding of participations shall be required to the aggregate Outstanding Amount extent such Letter of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD CommitmentCredit has been cash collateralized.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender under the Revolving Facility, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans Alternative Currency Risk Participations pursuant to Sections 2.02 and 2.112.03, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Revolving Commitment of that such Defaulting Lender; provided, provided that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Event of Default exists; and (ii) the aggregate obligation of each such non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans Alternative Currency Risk Participations shall not exceed the positive difference, if any, of (1) the USD Revolving Commitment of that such non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Committed Revolving Loans of that Lender and (iii) after giving effect theretosuch Lender. Subject to Section 10.20, the aggregate Outstanding Amount of the USD Revolving Loans no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lxxxxx having become a Defaulting Lender, plus including any claim of a non-Defaulting Lender as a result of such Lendernon-Defaulting Lxxxxx’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.reallocation. (b)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lenderof such reallocation, no Default or Event of Default exists; (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-non- Credit Agreement Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender Lender; and (iii) after giving effect theretosubject to Section 10.21, the aggregate Outstanding Amount of the USD Revolving Loans 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, plus including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.04 and 2.112.05, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; provided that on any date thereafter during such period, to the extent such Default or Event of Default has been cured or waived, such reallocation shall occur on such later date; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect theretoLender. Subject to Section 11.2411.21, the aggregate Outstanding Amount of the USD Revolving Loans 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, plus including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 and 2.11Section 2.03, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, [(ix) each such reallocation shall be given effect only if, at on the date the applicable Lender becomes a Defaulting Lenderof such reallocation, no Default or Event of Default exists; and (ii) y)] the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect theretoLender. Subject to Section 10.20, the aggregate Outstanding Amount of the USD Revolving Loans 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, plus including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender as to which the L/C Issuer or Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.04, then upon the request of the L/C Issuer or Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date the applicable Lender becomes a Defaulting Lenderthereof, no Default existsor Event of Default shall have occurred and be continuing; and (ii) in all cases, the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and or Swing Line Loans shall not exceed the positive difference, if any, of between (1) the USD Commitment of that such non-Defaulting USD Lender minus and (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any such Lender, plus such Lender’s USD Applicable Percentage of the Outstanding Amount of all other L/C ObligationsObligations (prior to giving effect to such reallocation), plus such Lender’s USD Applicable Percentage of the Outstanding Amount of all other Swing Line Loans shall not exceed (prior to giving effect to such Lender’s USD Commitmentreallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 and 2.11Section 2.03, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that such Defaulting LenderLender in either the numerator or the denominator; provided, that, (i) each such reallocation shall be given effect only ifin all cases, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of between (1) the USD Commitment of that such non-Defaulting USD Lender minus and (2) the aggregate Outstanding Amount of the USD Incremental Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any such Lender, plus such Lender’s USD Applicable Percentage of the Outstanding Amount of all other L/C ObligationsObligations (prior to giving effect to such reallocation). For avoidance of doubt, plus such Lender’s USD Percentage this Section 2.18(c) will operate for the benefit of the Outstanding Amount L/C Issuer notwithstanding the fact that a Letter of all Swing Line Loans shall not exceed such Lender’s USD Commitment.Credit is issued at the time that one or more Defaulting Lenders exist hereunder (regardless of whether the L/C Issuer has notice thereof). Notwithstanding any provision contained herein to the contrary, during any period NAI-1504047260v2

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each nonNon-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that nonNon-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect theretoLender. Subject to Section 10.19, the aggregate Outstanding Amount of the USD Revolving Loans no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lxxxxx having become a Defaulting Lender, plus including any claim of a Non-Defaulting Lender as a result of such LenderNon-Defaulting Lxxxxx’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (ix) each such reallocation shall be given effect only if, at commencing on the first date on or after the date the applicable such Lender becomes a Defaulting Lender, Lender provided that on the date of such reallocation Section 4.02(a) shall have been satisfied and no Default existsor Event of Default shall exist; and (iiy) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any non-Defaulting Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender that is a Revolving Credit Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender that is a Revolving Credit Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of the Revolving Credit Facility of each such non-Defaulting Lender shall be computed without giving effect to the USD Revolving Credit Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; provided, that on any date thereafter during such period, to the extent that such Default or Event of Default has -71- BOI-39221v8 been cured or waived, such reallocation shall occur on such later date; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Revolving Credit Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Credit Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.04 and 2.112.05, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists, provided that, on any date thereafter during such period, to the extent that such Default or Event of Default has been cured or waived, such reallocation shall occur as of such later date; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.04 and 2.112.05, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect theretoLender. Subject to Section 11.20, the aggregate Outstanding Amount of the USD Revolving Loans 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, plus including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans Swingline Advances pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Percentage” Commitment Percentage of each nonNon-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Unmatured Default or Event of Default exists; and (ii) the aggregate obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans Swingline Advances shall not exceed the positive difference, if any, of (1) the USD Commitment of that nonNon-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage sum of the Outstanding Amount Credits, Swingline Outstandings and LC Outstandings of all L/C Obligationsthat Lender. Subject to Section 8.15, plus 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 USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed increased exposure following such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the USD Revolving Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any such Lender, plus such Lender’s USD Percentage 's pro rata share of the Outstanding Amount of all other L/C ObligationsObligations (prior to giving effect to such reallocation), plus such Lender’s USD Percentage 's pro rata share of the Outstanding Amount of all Swing Line other Swingline Loans shall not exceed (prior to giving effect to such Lender’s USD Commitmentreallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.04 and 2.112.05, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of 117 that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect theretoXxxxxx. Subject to Section 10.23, the aggregate Outstanding Amount of the USD Revolving Loans no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, plus including any claim of a non-Defaulting Lender as a result of such Lendernon-Defaulting Xxxxxx’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.02 and 2.112.09, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default existsthe conditions set forth in Section 4.02 are satisfied; and (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount outstanding amount of the USD Revolving Loans of that Lender and (iii) after giving effect theretoLender. Subject to Section 10.22, the aggregate Outstanding Amount of the USD Revolving Loans 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, plus including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Swingline Loans or Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.3 and 2.112.4, the “USD Commitment Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (ix) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiy) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount outstanding amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans Lender. 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, plus including any claim of any Lender that is not a Defaulting Lender as a result of such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.02 Section 2.2 and 2.11Section 2.3, the “USD Revolving Commitment Percentage” of each nonNon-Defaulting Lender shall be computed without giving effect to the USD Revolving Commitment of that such Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; 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 (ii) the aggregate obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1A) the USD Revolving Commitment of that nonNon-Defaulting USD Lender minus (2B) the aggregate Outstanding Amount outstanding principal amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 and 2.112.10, the “USD Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 and 2.11, the “USD Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such LenderLxxxxx’s USD Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 and 2.112.03, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Revolving Commitment or Dollar Tranche Commitment, as applicable, of that such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; (ii) provided that the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Dollar Tranche Commitment of that such non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Dollar Tranche Loans of that Lender and (iii) after giving effect theretosuch Lender. Subject to Section 10.24, the aggregate Outstanding Amount of the USD Revolving Loans no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, plus including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to make, or acquire, refinance or fund participations in Letters of Credit or in, Swing Line Loans pursuant to Sections 2.02 2.07 or 2.08 (and 2.11subject to a Swing Line Lender’s discretion to provide Swing Line Loans in amounts greater than its MC Swing Line Commitment or USD Swing Line Commitment, as the case may be) or Letters of Credit pursuant to Sections 2.09, the “USD Applicable Percentage” of each such non-Defaulting Lender shall be computed from time to time without giving effect to the MC Commitment or USD Commitment Commitment, as applicable, of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date time of any such reallocation, no Default or Event of Default exists; and (ii) such reallocation does not cause the applicable Credit Exposure of any such non-Defaulting Lender becomes to exceed such non-Defaulting Lender’s MC Commitment or USD Commitment, as applicable. 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, no Default exists; (ii) the aggregate obligation including any claim of each a non-Defaulting USD Lender to acquire, refinance or fund participations in Letters as a result of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that such non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus such Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender as to which the L/C Issuer has not received Cash Collateral pursuant to Section 2.03, then for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 and 2.112.03, the “USD PercentagePro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the USD Revolving Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date the applicable Lender becomes a Defaulting Lenderthereof, no Default existsor Event of Default shall have occurred and be continuing; and (ii) in all cases, the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Revolving Commitment of that non-Defaulting USD Lender minus (2) the sum of (x) the aggregate Outstanding Amount of the USD Revolving Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus (y) such Lender’s USD Percentage Pro Rata Share of the Outstanding Amount of all other L/C Obligations, plus Obligations (prior to giving effect to such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 2.03 and 2.112.04, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lenderof such reallocation, no Default or Event of Default exists; (ii) the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender Lender; and (iii) after giving effect theretosubject to Section 10.21, the aggregate Outstanding Amount of the USD Revolving Loans 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, plus including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender as to which the L/C Issuer has not received Cash Collateral pursuant to Section 2.03, then for purposes of computing the amount of the obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 and 2.11Section 2.03, the “USD Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date the applicable Lender becomes a Defaulting Lenderthereof, no Default existsor Event of Default shall have occurred and be continuing; and (ii) in all cases, the aggregate obligation of each non-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the USD Commitment of that non-Defaulting USD Lender minus (2) the sum of (x) the aggregate Outstanding Amount of the USD Revolving Committed Loans of that Lender and (iii) after giving effect thereto, the aggregate Outstanding Amount of the USD Revolving Loans of any Lender, plus (y) such Lender’s USD Applicable Percentage of the Outstanding Amount of all other L/C Obligations, plus Obligations (prior to giving effect to such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting USD Lender that is a Lender (a “Non-Defaulting Lender”) to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.02 and 2.11LC Obligations, the “USD Applicable Percentage” of each nonNon-Defaulting Lender shall be computed without giving effect to the USD Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each nonNon-Defaulting USD Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans LC Obligations shall not exceed the positive difference, if any, of (1) the USD Revolving Credit Commitment of that nonNon-Defaulting USD Lender minus (2) the aggregate Outstanding Amount of the USD such Non-Defaulting Lender’s Revolving Loans of that Lender and (iii) after giving effect theretoCredit Exposure. Subject to Section 11.13, the aggregate Outstanding Amount of the USD Revolving Loans no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, plus including any claim of a Non-Defaulting Lender as a result of such LenderNon-Defaulting Xxxxxx’s USD Percentage of the Outstanding Amount of all L/C Obligations, plus increased exposure following such Lender’s USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s USD Commitmentreallocation.