Common use of Reallocation of Commitments Clause in Contracts

Reallocation of Commitments. Notwithstanding anything in this Agreement to the contrary, it shall be within the sole determination of the Canadian Issuing Lender or the US Issuing Lender, as applicable, as to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. So long as there is a Non-Funding Lender, the Borrowers may continue to request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non-Funding Lender shall be deemed to have increased their Proportionate Share of Commitments under the Canadian Revolving Facility or the US Revolving Facility, as applicable, (but not their aggregate Commitment) with respect to any such Letter of Credit only, such that the aggregated Commitments of such Lenders in respect of each such Letter of Credit shall be equal to the amount of the Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, and the indemnification of the Lenders, such references will be deemed not to apply to any Non-Funding Lender. Subject to Section 13.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Non-Funding Lender arising from that Lender having become a Non-Funding Lender, including any claim of a Lender as a result of such Lender’s increased exposure following such reallocation. If the reallocation described in this Section 13.16(3) cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under law, cash collateralize the L/C Fronting Exposure of the Canadian Issuing Lender or the US Issuing Lender, as applicable, in accordance with the procedures set forth in Section 13.16(2).

Reallocation of Commitments. Notwithstanding anything in this Agreement Any Multiple Lender may agree with the Borrowers to reallocate its existing US Revolving Commitment or Canadian Commitment, so long as the contrarysum of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, it the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall be within not exceed $50,000,000. In addition, any US Revolving Lender may agree with the sole determination Borrowers to convert a portion of the its US Revolving Commitment into a Canadian Issuing Lender or the US Issuing Commitment, thereby becoming a Multiple Lender, as applicableand any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, as to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. So thereby becoming a Multiple Lender, in each case so long as there is (x) each Lender continues to be a Non-Funding Lender, the Borrowers may continue to request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non-Funding Lender shall be deemed to have increased their Proportionate Share of Commitments under the Canadian Revolving Facility or the US Revolving Facility, as applicableLender with a US Revolving Commitment of at least $1,000,000, (but not their aggregate Commitmenty) with respect to any such Letter of Credit only, such that the aggregated Commitments of such Lenders in respect of each such Letter of Credit shall be equal to the amount of the Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, and the indemnification of the Lenders, such references will be deemed not to apply to any Non-Funding Lender. Subject to Section 13.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Non-Funding Lender arising from that Lender having become a Non-Funding Lender, including any claim of a Lender as a result sum of such Lender’s increased exposure following US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. If the No applicable Lender affected by such reallocation described in this Section 13.16(3) cannot, or can only partially, shall be effected, the Borrowers shall, without prejudice required to agree to any right or remedy available to them hereunder or under lawsuch reallocation, cash collateralize the L/C Fronting Exposure of the Canadian Issuing Lender or the US Issuing Lender, as applicablebut may do so at its option, in accordance with the procedures set forth in Section 13.16(2).its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:

Reallocation of Commitments. Notwithstanding anything in this Agreement to the contrary, it shall be within the sole determination of the Canadian Issuing Lender or the US Issuing Lender, as applicable, as to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. So long as there is a Non-Funding Lender, the Borrowers may continue to request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non-Funding Lender shall be deemed to have increased their Proportionate Share of Commitments under the Canadian Revolving Facility or the US Revolving Facility, as applicable, (but not their aggregate Commitment) with respect to any such Letter of Credit only, such that the aggregated Commitments of such Lenders in respect of each such Letter of Credit shall be equal to the amount of the Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, and the indemnification of the Lenders, such references will be deemed not to apply to any Non-Funding Lender. Subject to Section 13.17, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Non-Funding Lender arising from that Lender having become a Non-Funding Lender, including any claim of a Lender as a result of such Lender’s increased exposure following such reallocation. If the reallocation described in this Section 13.16(3) cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under law, cash collateralize the L/C Fronting Exposure of the Canadian Issuing Lender or the US Issuing Lender, as applicable, in accordance with the procedures set forth in Section 13.16(2).

Reallocation of Commitments. Notwithstanding anything in this Agreement Schedule 2.01 to the contraryCredit Agreement is deleted in its entirety and Schedule 2.01 attached hereto is substituted in place thereof. On the Amendment Effective Date, it without the action of any other Person, each of Capital One, N.A. and Branch Banking and Trust Company (each, an “Exiting Lender” and, collectively, the “Exiting Lenders”) and each of the other Lenders under the Credit Agreement that is decreasing its Commitment on the Amendment Effective Date (each, a “Decreasing Lender”, and collectively the “Decreasing Lenders”) hereby assigns and sells to each of Associated Bank, National Association and Flagstar Bank (individually, a “New Lender” and, collectively, the “New Lenders”) and each of the Lenders under the Credit Agreement that is increasing its Commitment on the Amendment Effective Date (each, an “Increasing Lender”, and collectively the “Increasing Lenders”) a portion of its Commitment, and each New Lender and Increasing Lender hereby purchases a portion of the Commitment held by such Exiting Lender and Decreasing Lender (each, an “Assigned Interest” and collectively, the “Assigned Interests”), in each case in such amounts so that after giving effect to such assignments (a) the Lenders shall hold the Commitments set forth on Schedule 2.01 attached hereto, (b) the Lenders shall hold the Loans under and as defined in the Credit Agreement ratably in accordance with their respective Commitments set forth on Schedule 2.01 attached hereto, (c) the Commitments of each of the Exiting Lenders shall be within reduced to zero and each Exiting Lender shall cease to be a Lender under the sole determination Credit Agreement, and (d) each of the Canadian Issuing New Lenders shall become a Lender or under the US Issuing Lender, as applicable, as to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of CreditAgreement with the Commitment set forth opposite its name in Schedule 2.01. So long as there is a Non-Funding Lender, the Borrowers may continue to request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non-Funding Lender Such assignments shall be deemed to have increased their Proportionate Share of Commitments under occur hereunder automatically, and without any requirement for additional documentation, on the Canadian Revolving Facility or the US Revolving Facility, as applicable, (but not their aggregate Commitment) with respect to any such Letter of Credit only, such that the aggregated Commitments of such Lenders in respect of each such Letter of Credit Amendment Effective Date and shall be equal to the amount of the Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, and the indemnification of the Lenders, such references will be deemed not to apply to any Non-Funding Lender. Subject to Section 13.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Non-Funding Lender arising from that Lender having become a Non-Funding Lender, including any claim of a Lender as a result of such Lender’s increased exposure following such reallocation. If the reallocation described in this Section 13.16(3) cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under law, cash collateralize the L/C Fronting Exposure of the Canadian Issuing Lender or the US Issuing Lender, as applicable, settled in accordance with the procedures set forth terms and provisions of the form of Assignment and Assumption attached to the Credit Agreement, which are incorporated herein by reference, including without limitation Section 1 thereof, to which each New Lender and Increasing Lender hereby agrees. Each Exiting Lender and Decreasing Lender represents and warrants to each New Lender and Increasing Lender that it has not created any adverse claim upon the interest being assigned by it to such Lender hereunder and that such interest is free and clear of any adverse claim created by such Exiting Lender or Decreasing Lender. From and after the Amendment Effective Date, all Revolving Loans, Letter of Credit participations and Swingline Loan participations shall be made ratably in accordance with each Lender’s Applicable Percentage after giving effect to the increases, assignments and reallocations in Commitments pursuant to this paragraph. Revolving Loans, Letter of Credit participations and Swingline Loan participations shall be reallocated on the Amendment Effective Date as directed by the Administrative Agent in order that Revolving Loans, Letter of Credit participations and Swingline Loan participations are held by the Lenders in accordance with their respective Applicable Percentages after giving effect to the increases, assignments and reallocations in Commitments pursuant to this paragraph. The Borrower agrees to pay (or cause to be paid) any interest, breakage fees or other costs incurred in connection with this paragraph on the Amendment Effective Date (or, to the extent such payment is not requested prior to the Amendment Effective Date, promptly upon request). Any such interest or fees paid by the Borrower on the Amendment Effective Date shall be credited against the next regularly scheduled payments of interest or fees payable by the Borrower under Section 13.16(2)2.13 or Section 2.12 of the Credit Agreement, as applicable.

Reallocation of Commitments. Notwithstanding anything in Upon this Agreement to the contraryAmendment becoming effective, it shall be within the sole determination of the Canadian Issuing Lender or the US Issuing Lender, as applicable, as to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. So long as there is a Non-Funding Lender, the Borrowers may continue to request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non-Funding Lender (i)the Lenders shall be deemed to have increased their Proportionate Share assigned US Revolving Commitments, Canadian Revolving Commitments, Tranche A Bond Purchase Commitments and Tranche B Bond Purchase Commitments among the Lenders such that the Revolving Commitment, Canadian Revolving Commitment, Tranche A Bond Purchase Commitments and Tranche B Bond Purchase Commitments and the Bond Purchase Commitment of Commitments under each Lender is set forth on Schedule II, (ii) the outstanding US Revolving Loans shall be reallocated by causing such fundings and repayments among the US Lenders of the US Revolving Loans as necessary such that, after giving effect to this Amendment, each US Lender will hold US Revolving Loans on a pro rata basis based on its US Revolving Commitment (after giving effect to such increases), (iii) the outstanding Canadian Revolving Loans shall be reallocated by causing such fundings and repayments among the Canadian Lenders of the Canadian Revolving Facility or Loans as necessary such that, after giving effect to this Amendment, each Canadian Lender will hold Canadian Revolving Loans on a pro rata basis based on its Canadian Revolving Commitment (after giving effect to such increases) and (iv) the US Revolving FacilityBonds held by Lenders shall be repurchased pursuant to the mandatory tender provisions contained in the Bond Indentures and re-issued to Lenders in accordance with Schedule II. All processing and/or recordation fees required under the Credit Agreement in connection with the foregoing assignments and transfers are hereby waived. The Lenders acknowledge that the transfer of the Bonds is restricted to (A) a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act of 1933 (the “1933 Act”), as applicableamended, who is also a “qualified purchaser” within the meaning of the Investment Company Act of 1940, as amended (a “Qualified Purchaser”) or (B) an accredited investor as defined in rule 501(a)(1), (but not their aggregate Commitment2), (3) or (7) under Regulation D as promulgated under the 1933 Act (an “Institutional Accredited Investor”) and in accordance with respect to an available exemption from the registration requirements of Section 5 of the 1933 Act, any applicable state securities laws, and in minimum denominations of $250,000. By purchasing the Bonds, each of the Lenders purchasing such Letter of Credit only, such Bonds acknowledges that it is either a Qualified Purchaser or an Institutional Accredited Investor and that the aggregated Commitments of such Lenders in respect of each such Letter of Credit shall Bonds may only be equal to the amount of the Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, and the indemnification of the Lenders, such references will be deemed not to apply to any Non-Funding Lender. Subject to Section 13.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Non-Funding Lender arising from that Lender having become a Non-Funding Lender, including any claim of a Lender as a result of such Lender’s increased exposure following such reallocation. If the reallocation described in this Section 13.16(3) cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under law, cash collateralize the L/C Fronting Exposure of the Canadian Issuing Lender or the US Issuing Lender, as applicable, transferred in accordance with the procedures set forth in Section 13.16(2)transfer restrictions described above. Notwithstanding the foregoing, each Lender acknowledges that it is a Qualified Purchaser.

Reallocation of Commitments. Notwithstanding anything in this On the Amendment Effective Date (hereinafter defined), the aggregate principal balance of the obligations outstanding under the Credit Agreement is $0 (the "Prior Indebtedness") as shown on Schedule II hereto, and Borrower represents for itself, and each Lender represents and warrants for itself, that the Borrower's outstanding loans and letter of credit reimbursement obligations, if any, under the Credit Agreement as of the Amendment Effective Date are $0. Lenders hereby sell, assign, transfer and convey, and Lenders (including, without limitation, those Lenders not previously a party to the contraryCredit Agreement) hereby purchase and accept so much of the Prior Indebtedness and all of the rights, it titles, benefits, interests, privileges, claims, liens, security interests, and obligations existing and to exist (collectively the "Interests") such that each Lender's Percentage of the outstanding Loans and Commitments under the Credit Agreement as amended by this First Amendment shall be within the sole determination as set forth in Schedule II hereto as of the Canadian Issuing Lender or Amendment Effective Date. The foregoing assignment, transfer and conveyance are without recourse to the US Issuing Lender, as applicable, Lenders and without any warranties whatsoever as to whether title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty by each Lender that it has not sold, transferred, conveyed or encumbered such Interests. If as a result thereof, a Lender's Percentage of the outstanding Borrowings under the Credit Agreement as amended by this First Amendment is agreeable to issue any new Letters less than its outstanding loans and letter of credit reimbursement obligations under the Credit or extend or renew any expiring Letters of Credit. So long as there is a Non-Funding LenderAgreement on the Amendment Effective Date, the Borrowers may continue difference set forth in the last column of Schedule II shall be remitted to request such Lender by the issuance Administrative Agent upon receipt of Letters funds from the other Lenders shown in the last column of Credit and Schedule II on the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of CreditAmendment Effective Date. Each Lender that is not so acquiring a Non-Funding Lender shall be deemed to have increased their Proportionate Share part of Commitments such outstanding loans and letter of credit reimbursement obligations assumes its Percentage of the outstanding Borrowings, Commitments, rights, titles, interests, privileges, claims, liens, security interests, benefits and obligations under the Canadian Revolving Facility or the US Revolving Facility, Credit Agreement as applicable, (but not their aggregate Commitment) with respect to any such Letter of Credit only, such that the aggregated Commitments of such Lenders in respect of each such Letter of Credit shall be equal to the amount of the Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, amended by this First Amendment and the indemnification of Security Documents and the LendersIntercreditor Agreement. Lenders are proportionately released from the obligations assumed by Lenders so acquiring such obligations and, such references will be deemed not to apply to any Non-Funding Lender. Subject to Section 13.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Non-Funding Lender arising from that Lender having become a Non-Funding Lender, including any claim of a Lender as a result of such Lender’s increased exposure following such reallocation. If the reallocation described in this Section 13.16(3) cannot, or can only partially, be effectedextent, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or Lenders so released shall have no further obligation under law, cash collateralize the L/C Fronting Exposure of the Canadian Issuing Lender or the US Issuing Lender, Credit Agreement as applicable, in accordance with the procedures set forth in Section 13.16(2).amended by this First

Reallocation of Commitments. Notwithstanding anything in this (a) Pursuant to Section 11.13 of the Credit Agreement to and with effect as of the contraryAmendment Effective Date, it (i) the Commitments of the Lenders shall be within the sole determination as set forth on Schedule 2.01 attached hereto as Exhibit A, (ii) all of the Canadian Issuing interests, rights and obligations (including the Commitment) of any Lender or the US Issuing Lender, as applicable, as to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. So long as there is a Non-Funding Lender, the Borrowers may continue to request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that who is not a Non-Funding Lender shall party to this Amendment (each such Lender, a “Replaced Lender”) shall, in each case without execution of an Assignment and Assumption, be deemed to have increased their Proportionate Share been assigned and delegated, without recourse and on a ratable basis, to each Lender whose Applicable Percentage, after giving effect to and by virtue of Commitments under the Canadian Revolving Facility or the US Revolving Facilitythis Amendment, as applicable, will increase (but not their aggregate Commitment) with respect to any such Letter of Credit only, such that the aggregated Commitments of such Lenders in respect of each such Letter of Credit shall be equal to the amount of the Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, and the indemnification of the Lenders, such references will be deemed not to apply to any Non-Funding Lender. Subject to Section 13.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Non-Funding Lender arising from that Lender having become a Non-Funding Lender, including any claim Lender who becomes a party to the Credit Agreement on the Amendment Effective Date, an “Increasing Lender”), (iii) each Increasing Lender shall pay to the Administrative Agent for the account of a Lender as a result of the Lenders whose Applicable Percentages will decrease (each such Lender’s increased exposure following , a “Decreasing Lender”) an amount such reallocation. If that the reallocation described in outstanding Loans of all Lenders conform to their respective Applicable Percentages, after giving effect to this Section 13.16(3Amendment, (iv) cannoteach Replaced Lender shall cease to be a party to the Credit Agreement, or can only partially, be effected, and (v) each Replaced Lender shall receive payment of an amount equal to the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under law, cash collateralize the outstanding principal of its Loans and L/C Fronting Exposure Advances and, from the Borrower, accrued interest thereon, accrued fees and all other amounts payable to it under the Credit Agreement and under the other Loan Documents (including any amounts under Section 3.05 of the Canadian Issuing Lender or the US Issuing Lender, as applicable, in accordance with the procedures set forth in Section 13.16(2Credit Agreement).

Reallocation of Commitments. Notwithstanding anything in this Agreement Any Multiple Lender may agree with the Borrowers to reallocate its existing US Commitment or Canadian Commitment, so long as the contrarysum of such US Commitment and Canadian Commitment remains unchanged; provided that, it the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall be within not exceed $25,000,000 at any time without the sole determination consent of the Canadian Issuing Lender or US Administrative Agent and shall not exceed $75,000,000 at any time without the consent of the US Issuing Administrative Agent and the US Majority Lenders. In addition, any US Lender may agree with the Borrowers to convert a portion of its US Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, as applicableand any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Commitment, as to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. So thereby becoming a Multiple Lender, in each case so long as there is (x) each Lender continues to be a Non-Funding Lender, the Borrowers may continue to request the issuance US Lender with a US Commitment of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non-Funding Lender shall be deemed to have increased their Proportionate Share of Commitments under the Canadian Revolving Facility or the US Revolving Facility, as applicableat least $1,000,000, (but not their aggregate Commitmenty) with respect to any such Letter of Credit only, such that the aggregated Commitments of such Lenders in respect of each such Letter of Credit shall be equal to the amount of the Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, and the indemnification of the Lenders, such references will be deemed not to apply to any Non-Funding Lender. Subject to Section 13.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Non-Funding Lender arising from that Lender having become a Non-Funding Lender, including any claim of a Lender as a result sum of such Lender’s increased exposure following US Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $25,000,000 at any time without the consent of the US Administrative Agent and shall not exceed $75,000,000 at any time without the consent of the US Administrative Agent and the US Majority Lenders. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. If the No applicable Lender affected by such reallocation described in this Section 13.16(3) cannot, or can only partially, shall be effected, the Borrowers shall, without prejudice required to agree to any right or remedy available to them hereunder or under lawsuch reallocation, cash collateralize the L/C Fronting Exposure of the Canadian Issuing Lender or the US Issuing Lender, as applicablebut may do so at its option, in accordance with the procedures set forth in Section 13.16(2).its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective: