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 Any Multiple Lender may agree with the Borrowers to reallocate its existing US Revolving Commitment or Canadian Commitment, so long as the sum of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in this Agreement each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the contraryaggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, it 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. No applicable Lender affected by such reallocation shall be within required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective: (i) no Default shall have occurred and be continuing; (ii) if, as a result of any such reallocation, the sole determination aggregate US Revolving Outstandings would exceed the aggregate of US Revolving Commitments, then the US Borrower shall, on the effective date of such reallocation, repay or prepay US Revolving Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the US Issuing Lender and issued by a bank or other financial institution acceptable to the US Issuing Lender, in an aggregate principal amount, such that, after giving effect thereto, the aggregate US Revolving Outstandings shall not exceed the aggregate of all of the US Revolving Commitments; (iii) if, as a result of any such reallocation, the aggregate Canadian Outstandings would exceed the aggregate of Canadian Commitments, then the Canadian Borrower shall, on the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the US Canadian Issuing Lender, as applicablein an aggregate principal amount, 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 Lendersuch that, after giving effect thereto, the aggregate Canadian Outstandings shall not exceed the aggregate of all of the Canadian Commitments; (iv) Borrowers may continue shall have paid any amounts (or deposited cash in the applicable Cash Collateral Account, or caused to request be issued an irrevocable standby letter of credit in favor of the issuance applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender) due under Section 2.7(c)(i) hereof on the date of such reallocation; and (v) Participations by the Lenders in the outstanding 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 Obligations and the aggregated Commitments outstanding Advances of such the Lenders in respect of each such Letter of Credit shall be equal adjusted 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 give effect 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 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 Any Multiple Lender may agree with the Borrowers to reallocate its existing US Commitment or Canadian Commitment, so long as the sum of such US Commitment and Canadian Commitment remains unchanged; provided that, 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. 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, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Commitment, thereby becoming a Multiple Lender, in this Agreement each case so long as (x) each Lender continues to be a US Lender with a US Commitment of at least $1,000,000, (y) the sum of such Lender’s US Commitment and Canadian Commitment remains equal to the contraryaggregate amount of such Lender’s US Commitment and Canadian Commitment, it 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. No applicable Lender affected by such reallocation shall be within required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective: (i) no Default shall have occurred and be continuing; (ii) if, as a result of any such reallocation, the sole determination aggregate US Outstandings would exceed the Credit Amount, then the US Borrower shall, on the effective date of such reallocation, repay or prepay US Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the US Issuing Lender (or the Underlying Issuer) and issued by a bank or other financial institution acceptable to the US Issuing Lender (or the Underlying Issuer), in an aggregate principal amount, such that, after giving effect thereto, the aggregate US Outstandings shall not exceed the Credit Amount; (iii) if, as a result of any such reallocation, the aggregate Canadian Outstandings would exceed the Credit Amount, then the Canadian Borrower shall, on the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the US Canadian Issuing Lender, as applicablein an aggregate principal amount, 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 Lendersuch that, after giving effect thereto, the aggregate Canadian Outstandings shall not exceed the Credit Amount; (iv) Borrowers may continue shall have paid any amounts (or deposited cash in the applicable Cash Collateral Account, or caused to request be issued an irrevocable standby letter of credit in favor of the issuance Applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender (or the Underlying Issuer)) due under Section 2.7(c)(i) hereof on the date of such reallocation; and (v) Participations by the Lenders in the outstanding 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 Obligations and the aggregated Commitments outstanding Advances of such the Lenders in respect of each such Letter of Credit shall be equal adjusted 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 give effect 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 to The Lenders hereby sell, --------------------------- assign, transfer and convey, and the contrary, it shall be within the sole determination Lenders hereby purchase and accept so much 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 LenderAssumed Revolving Loans, the Borrowers may continue to request the issuance of Assumed Letters of Credit and the Canadian Issuing Assumed Term Loans (collectively, the "Prior Indebtedness") and all of the rights, 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 Revolving Loans, Letters of Credit and Term Loans and the Revolving Credit Commitments under this Agreement shall be as set forth in Schedule 2.1 hereto as of the Effective Date. The foregoing assignment, transfer and conveyance are without recourse to the Lenders and without any warranties whatsoever as to title, enforceability, collectability, 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 US Issuing Lenderoutstanding Revolving Loans, as applicable, shall issue such Letters of Credit 1. 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) The Interest Periods with respect to any such Letter of Credit only, such that Loans outstanding under this Agreement on the aggregated Commitments of such Lenders in respect of each such Letter of Credit Effective Date bearing interest at an Adjusted LIBOR Rate shall be equal to broken by the amount of Borrower on the Commitments in respect of such Letter of Credit had Effective Date, the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references Borrower shall pay any breakage fees as provided in Section 5.02 to the Lenders2.13 in connection therewith, and the indemnification Borrower shall elect new Interest Periods with respect thereto after giving the required notice to the Agent in connection therewith. As a condition to the effectiveness of this Agreement, the Borrower shall also prepay the portion 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 Assumed Revolving Loans and 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 Assumed Term Loans set forth in Section 13.16(2)Schedule 2.1, which amounts may not be reborrowed under the Agreement.

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 Agreement (a) As of the Closing Date, the Total Canadian Commitment is $0, there are no Canadian Banks, there is no Canadian Agent, and no Bank has any obligation to make, and neither the Borrower nor the Canadian Borrower may request, Canadian Revolving Credit Loans and no Bank has any obligation to purchase or accept Bankers' Acceptances. Subject 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 Lenderconditions hereinafter set forth, the Borrowers may continue to request the issuance of Letters of Credit Borrower and the Canadian Issuing Lender Borrower shall have the right from time to time upon twenty (20) Business Days prior written notice to each of the Agents to (i) increase the Total Canadian Commitment to an aggregate amount not more than the Canadian Dollar Equivalent of $40,000,000 by reducing and reallocating by an equivalent amount a portion of the Total Domestic Commitment to the Total Canadian Commitment (the date that the first such increase in the Total Canadian Commitment is effective referred to herein as the "Canadian Facility Effective Date") and (ii) increase the Total Domestic Commitment (to the extent a portion of the same has been previously reallocated to the Total Canadian Commitment) by reducing and reallocating by an equivalent amount all or a portion of the Total Canadian Commitment to the Total Domestic Commitment. (b) The effectiveness of the initial Reallocation pursuant to Section 2.3 shall be subject to the following conditions: (i) One or more Domestic Banks who are Qualifying Banks or Canadian Banks who are Qualifying Banks shall have agreed, at the request of the Borrower, to transfer all or a portion of their Domestic Commitments to the Canadian Commitments and become Canadian Banks who shall make Canadian Revolving Credit Loans to, and purchase and accept Bankers' Acceptances for the account of, the Canadian Borrower. (ii) The Borrower and the Canadian Borrower, with the prior approval of the Administrative Agent, which approval shall not be unreasonably withheld or delayed, shall have appointed one such Canadian Bank to be, and one such Canadian Bank shall have agreed to act as, the Canadian Agent, and such Canadian Agent, if not already a party hereto, shall become a party to this Credit Agreement. (iii) The Borrower and the Canadian Borrower shall have provided the Administrative Agent and the Banks with forty-five (45) days prior written notice of their intent to reallocate a portion of the Total Domestic Commitment (it being understood that such forty-five (45) day notice shall include, and shall not be in addition to, the twenty (20) Business Day notice required under Section 2.3(a) and Section 2.3(c)(i)). (iv) The Borrower and the Canadian Borrower shall have delivered to each Bank which shall have become a Canadian Bank as a result of such Reallocation a Canadian Revolving Credit Note, in accordance with Section 2.4 hereof. (c) Each Reallocation shall also be subject to the following additional conditions: (i) The Borrower and the Canadian Borrower shall have provided the Administrative Agent and the Banks with twenty (20) days prior written notice of their intent to reallocate a portion of the Total Domestic Commitment or the US Issuing LenderTotal Canadian Commitment. (ii) The increase in the Total Canadian Commitment, as applicableif any, shall issue such Letters of Credit. Each Lender that is not be offset by a Non-Funding Lender corresponding and equivalent reduction in the Total Domestic Commitment and the increase in the Total Domestic Commitment, if any, shall be deemed to have increased their Proportionate Share of Commitments under offset by a corresponding and equivalent reduction in the Total 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 Total Commitment in respect of each such Letter of Credit effect immediately before a Reallocation shall be equal to the amount Total Commitment immediately after, and after giving effect to, a Reallocation. (iii) No Reallocation shall increase (A) the Total Domestic Commitment in excess of $230,000,000, (B) the Total Canadian Commitment in excess of the Commitments Canadian Dollar Equivalent of $40,000,000 or (C) the Total Commitment in respect excess of $230,000,000. (iv) No Reallocation shall, without the prior consent of the Bank affected thereby, result in (A) any Domestic Bank having a positive Canadian Commitment if such Letter of Credit had the Non-Funding Lender Domestic Bank, or its affiliate, did not been a Non-Funding Lender. With respect have such positive Canadian Commitment immediately prior to such Letter Reallocation or (B) any increase in the Total Commitment of Credit references in Section 5.02 to the Lenders, any Bank and the indemnification of the Lenders, such references will be deemed not to apply to any Non-Funding Lender. its affiliates. (v) Subject to Section 13.172.3(c)(v), no reallocation hereunder each Reallocation shall constitute a waiver or release be made pro rata among the Banks whose Commitments are being reallocated from one type of Commitment to another, but shall not cause the Commitments of any claim other Banks to change. (vi) In no event shall (A) the Total Domestic Commitment be reduced to an amount less than the sum of any party hereunder against a Non-Funding Lender arising from that Lender having become a Non-Funding Lender(1) the aggregate amount of all Domestic Revolving Credit Loans then outstanding, including any claim plus (2) the aggregate amount 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) cannotDomestic Swing Line Loans then outstanding, 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).plus

Reallocation of Commitments. Notwithstanding anything Any Multiple Lender may agree with the Borrowers to reallocate its existing US Commitment or Canadian Commitment, so long as the sum of such US Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. 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, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Commitment, thereby becoming a Multiple Lender, in this Agreement each case so long as (x) each Lender continues to be a US Lender with a US Commitment of at least $1,000,000, (y) the sum of such Lender’s US Commitment and Canadian Commitment remains equal to the contraryaggregate amount of such Lender’s US Commitment and Canadian Commitment, it 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. No applicable Lender affected by such reallocation shall be within required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective: (i) no Default shall have occurred and be continuing; (ii) if, as a result of any such reallocation, the sole determination aggregate US Outstandings would exceed the aggregate of US Commitments, then the US Borrower shall, on the effective date of such reallocation, repay or prepay US Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the US Issuing Lender and issued by a bank or other financial institution acceptable to the US Issuing Lender, in an aggregate principal amount, such that, after giving effect thereto, the aggregate US Outstandings shall not exceed the aggregate of all of the US Commitments; (iii) if, as a result of any such reallocation, the aggregate Canadian Outstandings would exceed the aggregate of Canadian Commitments, then the Canadian Borrower shall, on the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the US Canadian Issuing Lender, as applicablein an aggregate principal amount, 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 Lendersuch that, after giving effect thereto, the aggregate Canadian Outstandings shall not exceed the aggregate of all of the Canadian Commitments; (iv) Borrowers may continue shall have paid any amounts (or deposited cash in the applicable Cash Collateral Account, or caused to request be issued an irrevocable standby letter of credit in favor of the issuance applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender) due under Section 2.7(c)(i) hereof on the date of such reallocation; and (v) Participations by the Lenders in the outstanding 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 Obligations and the aggregated Commitments outstanding Advances of such the Lenders in respect of each such Letter of Credit shall be equal adjusted 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 give effect 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 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 (a) Subject to the conditions set forth 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§2.10, the Borrowers may continue shall have the right once during each fiscal quarter upon five (5) Business Days prior written notice to request the issuance Administrative Agent to (i) increase the Aggregate Domestic Revolving Loan Commitments by reducing and reallocating by an equivalent amount all or a portion of Letters the Aggregate Canadian Revolving Loan Commitments and/or the Aggregate European Commitments and/or the Aggregate Australian Commitments to the Aggregate Domestic Revolving Loan Commitments, (ii) increase the Aggregate Canadian Revolving Loan Commitments by reducing and reallocating by an equivalent amount a portion of Credit the Aggregate Domestic Revolving Loan Commitments to the Aggregate Canadian Revolving Loan Commitments, (iii) increase the Aggregate European Commitments by reducing and reallocating by an equivalent amount a portion of the Canadian Issuing Aggregate Domestic Revolving Loan Commitments to the Aggregate European Commitments and/or (iv) increase the Aggregate Australian Commitments by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Australian Commitments; provided that any such increase shall not be an amount less than $5,000,000. (b) Any Reallocation pursuant to this §2.10 shall be subject to the following conditions: (i) Each Reallocation of applicable Commitment amounts shall be made only between the offices or Affiliates of Applicable Lenders such that the sum of all the applicable Commitments of each Applicable Lender and its Affiliates shall not be increased or the US Issuing decreased as a result of any Reallocation. Each Applicable Lender, on behalf of itself and its Affiliates, hereby undertakes to comply with the lending obligations arising pursuant to any Reallocation of Commitments. (ii) Each increase in (A) the Aggregate Domestic Revolving Loan Commitments shall be offset by a corresponding and equivalent reduction in one or more of the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments and Aggregate Australian Commitments, and (B) the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments or Aggregate Australian Commitments, as applicablethe case may be, shall issue such Letters of Credit. Each Lender that is not be offset by a Non-Funding Lender shall be deemed to have increased their Proportionate Share of Commitments under corresponding and equivalent reduction in the Canadian Aggregate Domestic Revolving Facility or the US Revolving Facility, as applicable, (but not their aggregate Commitment) with respect to any such Letter of Credit onlyLoan Commitments, such that the aggregated Commitments of such Lenders Total Commitment in respect of each such Letter of Credit effect immediately before a Reallocation shall be equal to the amount Total Commitment immediately after, and after giving effect to, such Reallocation. (iii) No Reallocation shall increase (A) the Aggregate Canadian Revolving Loan Commitments in excess of $20,000,000, (B) the Aggregate European Commitments in excess of $25,000,000 or (C) the Aggregate Australian Commitments in excess of $100,000,000 (as any of the Commitments same may be increased pursuant to §27.2). (iv) No Reallocation shall result 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 (A) 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 Domestic Lender having become a Non-Funding positive Canadian Revolving Loan Commitment, European Commitment or Australian Commitment if such Domestic Lender, including any claim of a Lender as a result of or its Affiliate, did not have such Lender’s increased exposure following positive Canadian Revolving Loan Commitment, European Commitment or Australian Commitment on the Closing Date or acquire such reallocation. If applicable Commitment by assignment after the reallocation described in this Section 13.16(3) cannotClosing Date, or can only partially, be effected, the Borrowers shall, without prejudice to (B) any right European Lender having a positive Canadian Revolving Loan Commitment 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 Australian Commitment if such European Lender, as applicableor its Affiliate, in accordance with did not have such positive Canadian Revolving Loan Commitment or Australian Commitment on the procedures set forth in Section 13.16(2).Closing Date or acquire such applicable Commitment by assignment after the Closing Date, or

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