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

Reallocation of Participations to Reduce Fronting Exposure. (i) All or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in Swingline Loans shall be reallocated among the Dollar Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Dollar Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Exposure of any Dollar Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Dollar Tranche Revolving Credit Commitment. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (ii) All or any part of such Defaulting Lender’s (that is a Multicurrency Tranche Revolving Credit Lender) participation in Letter of Credit Liabilities shall be reallocated among the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure of any Multicurrency Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. (i) All or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in Swingline Loans (a) M&T Advances shall be reallocated among the Dollar Tranche Revolving Credit Lenders that are not Non-Defaulting Lenders in accordance with their respective Dollar Tranche Revolving Credit Floor Plan Loan Commitment Percentages (determined calculated without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit CommitmentFloor Plan Loan Commitments) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Exposure Outstanding Amount of the Floor Plan Loan of any Dollar Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Dollar Tranche Floor Plan Loan Commitment and (b) in the case of a Defaulting Lender that is a Revolving Credit Lender, all or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders that are Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages, determined without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any such Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.22., no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation. (ii) All or any part . Operation of such Defaulting Lender’s (that is a Multicurrency Tranche Revolving Credit Lender) participation the allocations provided in Letter of Credit Liabilities Section 2.14 above shall be reallocated among the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure result in a default of any Multicurrency Tranche Revolving Credit Lender that is a Non-Defaulting Lender Borrower’s obligations to exceed such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving under this Agreement or any other Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocationDocument.

Reallocation of Participations to Reduce Fronting Exposure. (i) All or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in Swingline Loans LC Exposure shall be reallocated among the Dollar Tranche Revolving Credit Lenders that are not non-Defaulting Lenders in accordance with their respective Dollar Tranche Revolving Credit Commitment Percentages Pro Rata Shares (determined calculated without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. Section 4.2 are satisfied at the time of such reallocation (and, unless the Company Borrower shall have otherwise notified the Administrative Agent at such timetime (provided that the Borrower shall have received reasonable notice of such reallocation), the Company Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Loan Exposure of any Dollar Tranche Revolving Credit Lender that is a Nonnon-Defaulting Lender to exceed such Nonnon-Defaulting Lender’s Dollar Tranche Revolving Credit Commitment. Subject to Section 13.22., no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation. (ii) All or . With respect to any part of such Defaulting Lender’s (that is a Multicurrency Tranche Revolving Credit Lender) participation in Letter of Credit Liabilities fee not required to be paid to any Defaulting Lender pursuant to Section 3.2, the Borrower shall be reallocated among the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth pay to each Lender that portion of any such fee with respect to participation in Article VI. are satisfied at the time Letters of Credit that has been reallocated to such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed Lender pursuant to have represented and warranted that such conditions are satisfied at such time), this Section and (y) such reallocation does not cause without duplication of clause (x) above, pay to each Issuing Bank the aggregate Multicurrency Tranche Revolving Credit Exposure amount of any Multicurrency Tranche Revolving Credit Lender that is a Non-such fee otherwise payable to such Defaulting Lender to exceed the extent allocable to such Non-Defaulting LenderIssuing Bank’s Multicurrency Tranche Revolving Credit Commitment. Subject Fronting Exposure to Section 13.22., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a such Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender(subject to decreases in such Fronting Exposure pursuant to the terms hereof, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocationSection 3.6A and 3.6C).

Reallocation of Participations to Reduce Fronting Exposure. (i) All or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in Swingline Loans (a) M&T Advances shall be reallocated among the Dollar Tranche Revolving Credit Lenders that are not Non-Defaulting Lenders in accordance with their respective Dollar Tranche Revolving Credit Floor Plan Loan Commitment Percentages (determined calculated without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit CommitmentFloor Plan Loan Commitments) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Exposure Outstanding Amount of the Floor Plan Loan of any Dollar Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Dollar Tranche Floor Plan Loan Commitment and (b) in the case of a Defaulting Lender that is a Revolving Credit Lender, all or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders that are Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages, determined without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any such Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.22., no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (ii) All or any part . Operation of such Defaulting Lender’s (that is a Multicurrency Tranche Revolving Credit Lender) participation the allocations provided in Letter of Credit Liabilities Section 2.14 above shall be reallocated among the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure result in a default of any Multicurrency Tranche Revolving Credit Lender that is a Non-Defaulting Lender Borrower’s obligations to exceed such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving under this Agreement or any other Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocationDocument.

Reallocation of Participations to Reduce Fronting Exposure. (i) All or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in Swingline Loans (a) M&T Advances shall be reallocated among the Dollar Tranche Revolving Credit Lenders that are not Non-Defaulting Lenders in accordance with their respective Dollar Tranche Revolving Credit Floor Plan Loan Commitment Percentages (determined calculated without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit CommitmentFloor Plan Loan Commitments) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Exposure Outstanding Amount of the Floor Plan Loan of any Dollar Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Dollar Tranche Floor Plan Loan Commitment and (b) in the case of a Defaulting Lender that is a Revolving Credit Lender, all or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders that are Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages, determined without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any such Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.22., no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender Lxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LenderLxxxxx’s increased exposure following such reallocation. (ii) All or any part . Operation of such Defaulting Lender’s (that is a Multicurrency Tranche Revolving Credit Lender) participation the allocations provided in Letter of Credit Liabilities Section 2.14 above shall be reallocated among the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure result in a default of any Multicurrency Tranche Revolving Credit Lender that is a Non-Defaulting Lender Borrower’s obligations to exceed such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving under this Agreement or any other Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocationDocument.

Reallocation of Participations to Reduce Fronting Exposure. (iA) All If such Defaulting Lender is a Dollar Revolving Lender, all or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in unfunded Dollar Letter of Credit Exposure and Dollar Swingline Loans Exposure shall be reallocated among the Dollar Tranche Revolving Credit Non-Defaulting Lenders that are not Defaulting Dollar Revolving Lenders in accordance with their respective ratable share of the Dollar Tranche Revolving Credit Commitment Percentages Commitments (determined calculated without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. Sections 3.2(b) and 3.2(c) are satisfied at the time of such reallocation as if such reallocation were the making of Dollar Revolving Loans or the issuance of a Dollar Letter of Credit (and, unless the Company Parent Borrower shall have otherwise notified the Administrative Agent at such time, the Company Parent Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Exposure of any Dollar Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Dollar Tranche Revolving Commitment; and (B) if such Defaulting Lender is a Multicurrency Lender, all or any part of such Defaulting Lender’s unfunded Multicurrency Letter of Credit Exposure and Multicurrency Swingline Exposure shall be reallocated among the Non-Defaulting Lenders that are Multicurrency Revolving Lenders in accordance with their respective ratable share of the Multicurrency Revolving Commitments (calculated without regard to such Defaulting Lender’s Multicurrency Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2(b) and 3.2(c) are satisfied at the time of such reallocation as if such reallocation were the making of Multicurrency Revolving Loans or the issuance of a Multicurrency Letter of Credit (and, unless the applicable Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the Multicurrency Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Revolving Commitment. Subject to Section 13.22., no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (ii) All or any part of such Defaulting Lender’s (that is a Multicurrency Tranche Revolving Credit Lender) participation in Letter of Credit Liabilities shall be reallocated among the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure of any Multicurrency Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. (iA) All If such Defaulting Lender is a Dollar Revolving Lender, all or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in unfunded Dollar Letter of Credit Exposure and Dollar Swingline Loans Exposure shall be reallocated among the Dollar Tranche Revolving Credit Non-Defaulting Lenders that are not Defaulting Dollar Revolving Lenders in accordance with their respective ratable share of the Dollar Tranche Revolving Credit Commitment Percentages Commitments (determined calculated without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. Sections 3.2(b) and 3.2(c) are satisfied at the time of such reallocation as if such reallocation were the making of Dollar Revolving Loans or the issuance of a Dollar Letter of Credit (and, unless the Company Borrower shall have otherwise notified the Administrative Agent at such time, the Company Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Exposure of any Dollar Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Dollar Tranche Revolving Commitment; and (B) if such Defaulting Lender is a Multicurrency Lender, all or any part of such Defaulting Lender’s unfunded Multicurrency Letter of Credit Exposure and Multicurrency Swingline Exposure shall be reallocated among the Non-Defaulting Lenders that are Multicurrency Revolving Lenders in accordance with their respective ratable share of the Multicurrency Revolving Commitments (calculated without regard to such Defaulting Lender’s Multicurrency Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2(b) and 3.2(c) are satisfied at the time of such reallocation as if such reallocation were the making of Multicurrency Revolving Loans or the issuance of a Multicurrency Letter of Credit (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the Multicurrency Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Revolving Commitment. Subject NoSubject to Section 13.22.10.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (ii) All or any part of such Defaulting Lender’s (that is a Multicurrency Tranche Revolving Credit Lender) participation in Letter of Credit Liabilities shall be reallocated among the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure of any Multicurrency Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. (i) All or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in Letter of Credit Liabilities and Swingline Loans shall be reallocated among the Dollar Tranche Revolving Credit Lenders that are not Non-Defaulting Lenders in accordance with their respective Dollar Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. V. are satisfied at the time of such reallocation (and, unless the Company Borrower shall have otherwise notified the Administrative Agent at such time, the Company Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Exposure of any Dollar Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Dollar Tranche Revolving Credit Commitment. Subject to Section 13.22., no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. . If the reallocations described in this section 3.10(d) are not affected, then the Borrower may, by giving written notice thereof to the Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitments to an Eligible Assignee subject to and in accordance with the provisions of Section 12.6 (ii) All including the consents required thereunder). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. Upon any part such purchase or assignment and satisfaction of such the conditions specified in Section 12.6, the Defaulting Lender’s interest in the Loans and its rights hereunder (that is a Multicurrency Tranche Revolving Credit Lender) participation but not its liability in Letter of Credit Liabilities shall be reallocated among respect thereof or under the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only Loan Documents or this Agreement to the extent that (xthe same relate to the period prior to the effective date of the purchase) shall terminate on the conditions set forth in Article VI. are satisfied at the time date of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time)purchase, and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure of any Multicurrency Tranche Revolving Credit Lender that is a Non-Defaulting Lender shall promptly execute all documents reasonably requested to exceed surrender and transfer such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitmentinterest to the purchaser or assignee thereof, including an appropriate Assignment and Acceptance Agreement. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release The purchase price for the Commitment of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim shall be equal to the amount of a Non-the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocationplus any accrued but unpaid interest thereon and accrued but unpaid fees.

Reallocation of Participations to Reduce Fronting Exposure. (iA) All If such Defaulting Lender is a Dollar Revolving Lender, all or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in unfunded Dollar Letter of Credit Exposure and Dollar Swingline Loans Exposure shall be reallocated among the Dollar Tranche Revolving Credit Non-Defaulting Lenders that are not Defaulting Dollar Revolving Lenders in accordance with their respective ratable share of the Dollar Tranche Revolving Credit Commitment Percentages Commitments (determined calculated without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. Sections 3.2(b) and 3.2(c) are satisfied at the time of such reallocation as if such reallocation were the making of Dollar Revolving Loans or the issuance of a Dollar Letter of Credit (and, unless the Company Parent Borrower shall have otherwise notified the Administrative Agent at such time, the Company Parent Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Exposure of any Dollar Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Dollar Tranche Revolving Commitment, and (B) if such Defaulting Lender is a Multicurrency Lender, all or any part of such Defaulting Lender’s unfunded Multicurrency Letter of Credit Exposure and Multicurrency Swingline Exposure shall be reallocated among the Non-Defaulting Lenders that are Multicurrency Revolving Lenders in accordance with their respective ratable share of the Multicurrency Revolving Commitments (calculated without regard to such Defaulting Lender’s Multicurrency Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2(b) and 3.2(c) are satisfied at the time of such reallocation as if such reallocation were the making of Multicurrency Revolving Loans or the issuance of a Multicurrency Letter of Credit (and, unless the applicable Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the Multicurrency Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Revolving Commitment. Subject to Section 13.22., no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (ii) All or any part of such Defaulting Lender’s (that is a Multicurrency Tranche Revolving Credit Lender) participation in Letter of Credit Liabilities shall be reallocated among the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure of any Multicurrency Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. (i) All or any part of such a Defaulting Dollar Tranche Revolving Credit Lender’s participation in Swingline Loans L/C Obligations shall be reallocated among the Dollar Tranche Non-Defaulting Lenders under the Revolving Credit Lenders that are not Defaulting Lenders Facility in accordance with their respective Dollar Tranche Ratable Shares under the Revolving Credit Commitment Percentages Facility (determined calculated without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. Section 3.04 are satisfied at the time of such reallocation (and, unless the Company Borrower shall have otherwise notified the Administrative Agent at such time, the Company Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Exposure of any Dollar Tranche Revolving Credit Lender that is a Non-Defaulting Lender under the Revolving Credit Facility to exceed such Non-Defaulting Lender’s Dollar Tranche Revolving Credit Commitment. Subject to Section 13.22.9.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.” (iiy) All or any part of such Defaulting Lender’s (that Section 2.23(b)(ii)(x) is a Multicurrency Tranche Revolving Credit Lender) participation in Letter of Credit Liabilities shall be reallocated among hereby amended to add, immediately after the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only word “which”, the phrase “, other than to the extent that established pursuant to the First Amendment,”. (z) Section 5.01(i)(i) is hereby amended to add “(x) )” after the conditions set forth in Article VI. are satisfied at the time phrase “of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such timea Financial Officer, the Company shall be deemed Controller or the Treasurer of the Borrower” and to have represented and warranted that such conditions are satisfied at such time), add the following phrase after the phrase “compliance with Section 5.05”: “and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure calculation of any Multicurrency Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release the Available Amount Basket as of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result the end of such Non-Defaulting Lender’s increased exposure quarter and the amount of the Available Amount Basket used during such quarter” (aa) Section 5.01(i)(ii) is hereby amended to add the following phrase after the phrase “(y) the calculation of”: “the Available Amount Basket as of the end of such reallocationfiscal year, the amount of the Available Amount Basket used during such fiscal year,” (bb) Section 5.03(h)(ii) is hereby amended to replace the number “$65,000,000” with “$85,000,000” and delete the word “and” at the end of such clause; (cc) Section 5.03(h) is hereby amended to (x) replace the “.” at the end of clause (iii) therein with “; and” and (y) add the following new clause (iv):

Reallocation of Participations to Reduce Fronting Exposure. (i) All In the case of a Defaulting Lender that is a Revolving Lender, all or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in Letter of Credit Liabilities and Swingline Loans shall be reallocated among the Dollar Tranche Revolving Credit Non-Defaulting Lenders that are not Defaulting Revolving Lenders in accordance with their respective Dollar Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. V. are satisfied at the time of such reallocation (and, unless the Company Borrower shall have otherwise notified the Administrative Agent at such time, the Company Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Exposure of any Dollar Tranche Revolving Credit Non-Defaulting Lender that is a Non-Defaulting Revolving Lender to exceed such Non-Defaulting Lender’s Dollar Tranche Revolving Credit Commitment. Subject to Section 13.22., no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. . If the reallocations described in this section 3.10(d) are not affected, then the Borrower may, by giving written notice thereof to the Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitments to an Eligible Assignee subject to and in accordance with the provisions of Section 12.6 (ii) All including the consents required thereunder). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. Upon any part such purchase or assignment and satisfaction of such the conditions specified in Section 12.6, the Defaulting Lender’s interest in the Loans and its rights hereunder (that is a Multicurrency Tranche Revolving Credit Lender) participation but not its liability in Letter of Credit Liabilities shall be reallocated among respect thereof or under the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only Loan Documents or this Agreement to the extent that (xthe same relate to the period prior to the effective date of the purchase) shall terminate on the conditions set forth in Article VI. are satisfied at the time date of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time)purchase, and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure of any Multicurrency Tranche Revolving Credit Lender that is a Non-Defaulting Lender shall promptly execute all documents reasonably requested to exceed surrender and transfer such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitmentinterest to the purchaser or assignee thereof, including an appropriate Assignment and Acceptance Agreement. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release The purchase price for the Commitment of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim shall be equal to the amount of a Non-the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocationplus any accrued but unpaid interest thereon and accrued but unpaid fees.

Reallocation of Participations to Reduce Fronting Exposure. (iA) All If such Defaulting Lender is a Dollar Revolving Lender, all or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in unfunded Dollar Letter of Credit Exposure and Dollar Swingline Loans Exposure shall be reallocated among the Dollar Tranche Revolving Credit Non-Defaulting Lenders that are not Defaulting Dollar Revolving Lenders in accordance with their respective ratable share of the Dollar Tranche Revolving Credit Commitment Percentages Commitments (determined calculated without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. Sections 3.2(b) and 3.2(c) are satisfied at the time of such reallocation as if such reallocation were the making of Dollar Revolving Loans or the issuance of a Dollar Letter of Credit (and, unless the Company Parent Borrower shall have otherwise notified the Administrative Agent at such time, the Company Parent Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Exposure of any Dollar Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Dollar Tranche Revolving Commitment; and (B) if such Defaulting Lender is a Multicurrency Lender, all or any part of such Defaulting Lender’s unfunded Multicurrency Letter of Credit Exposure and Multicurrency Swingline Exposure shall be reallocated among the Non-Defaulting Lenders that are Multicurrency Revolving Lenders in accordance with their respective ratable share of the Multicurrency Revolving Commitments (calculated without regard to such Defaulting Lender’s Multicurrency Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2(b) and 3.2(c) are satisfied at the time of such reallocation as if such reallocation were the making of Multicurrency Revolving Loans or the issuance of a Multicurrency Letter of Credit (and, unless the applicable Borrower shall have otherwise notified the Administrative Agent at such time, the BorrowersBorrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the Multicurrency Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Revolving Commitment. Subject to Section 13.22., no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (ii) All or any part of such Defaulting Lender’s (that is a Multicurrency Tranche Revolving Credit Lender) participation in Letter of Credit Liabilities shall be reallocated among the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure of any Multicurrency Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. (iA) All So long as no Default or Event of Default has occurred and is continuing, all or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in Swingline Loans Letters of Credit shall be reallocated among the Dollar Tranche Revolving Credit Lenders that are not Non-Defaulting Lenders in accordance with their respective Dollar Tranche Revolving Credit Commitment Applicable Percentages (determined calculated without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Total Exposure of any Dollar Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Dollar Tranche Revolving Credit Commitment. Subject to Section 13.22., no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (iiB) All If the reallocation described in clause (A) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Usage (after giving effect to any part partial reallocation pursuant to clause (A) above) in accordance with the procedures set forth in Section 2.19 for so long as such Letter of Credit Usage is outstanding; (C) If the Borrower Cash Collateralizes any portion of such Defaulting Lender’s (that is a Multicurrency Tranche Revolving Credit Lender) participation in Letter of Credit Liabilities Usage pursuant to clause (B) above, the Borrower shall not be reallocated among the Multicurrency Tranche Revolving Credit Lenders that are not required to pay any fees to such Defaulting Lenders in accordance Lender pursuant to Section 2.09(a)(ii) with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard respect to such Defaulting Lender’s Multicurrency Tranche Revolving Letter of Credit CommitmentUsage during the period such Defaulting Lender’s Letter of Credit Usage is Cash Collateralized; (D) but only If the Letter of Credit Usage of the non-Defaulting Lenders is reallocated pursuant to clause (A) above, then the fees payable to the Lenders pursuant to Section 2.09(a)(ii) shall be adjusted in accordance with such non-Defaulting Lender’s Applicable Percentages; and (E) If all or any portion of such Defaulting Lender’s Letter of Credit Usage is neither reallocated nor Cash Collateralized pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all fees payable under Section 2.09(a)(ii) with respect to such Defaulting Lender’s Letter of Credit Usage shall be payable to the applicable Issuing Bank until and to the extent that (x) the conditions set forth in Article VI. are satisfied at the time such Letter of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure of any Multicurrency Tranche Revolving Credit Lender that Usage is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment. Subject to Section 13.22reallocated and/or Cash Collateralized., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. (iA) All If such Defaulting Lender is a Dollar Revolving Lender, all or any part of such Defaulting Dollar Tranche Revolving Credit Lender’s participation in unfunded Dollar Letter of Credit Exposure and Dollar Swingline Loans Exposure shall be reallocated among the Dollar Tranche Revolving Credit Non-Defaulting Lenders that are not Defaulting Dollar Revolving Lenders in accordance with their respective ratable share of the Dollar Tranche Revolving Credit Commitment Percentages Commitments (determined calculated without regard to such Defaulting Lender’s Dollar Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. Sections 3.2(b) and 3.2(c) are satisfied at the time of such reallocation as if such reallocation were the making of Dollar Revolving Loans or the issuance of a Dollar Letter of Credit (and, unless the Company Borrower shall have otherwise notified the Administrative Agent at such time, the Company Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Dollar Tranche Revolving Credit Exposure of any Dollar Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Dollar Tranche Revolving Commitment; and (B) if such Defaulting Lender is a Multicurrency Revolving Lender, all or any part of such Defaulting Lender’s unfunded Multicurrency Letter of Credit Exposure and Multicurrency Swingline Exposure shall be reallocated among the Non-Defaulting Lenders that are Multicurrency Revolving Lenders in accordance with their respective ratable share of the Multicurrency Revolving Commitments (calculated without regard to such Defaulting Lender’s Multicurrency Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 3.2(b) and 3.2(c) are satisfied at the time of such reallocation as if such reallocation were the making of Multicurrency Revolving Loans or the issuance of a Multicurrency Letter of Credit (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the Multicurrency Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Revolving Commitment. Subject to Section 13.22.10.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (ii) All or any part of such Defaulting Lender’s (that is a Multicurrency Tranche Revolving Credit Lender) participation in Letter of Credit Liabilities shall be reallocated among the Multicurrency Tranche Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Multicurrency Tranche Revolving Credit Commitment Percentages (determined without regard to such Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Multicurrency Tranche Revolving Credit Exposure of any Multicurrency Tranche Revolving Credit Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multicurrency Tranche Revolving Credit Commitment. Subject to Section 13.22., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.