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

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitments) but only to the extent that (x) the conditions set forth in Section 7.01 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (xA) the conditions set forth in Section 7.01 3.1 are satisfied at the such time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such the time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate principal amount of Revolving Loans and participating interests in L/C Obligations of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2210.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations LC Exposure and Swing Swingline Loans shall be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in accordance with their respective Percentages Applicable Percentage (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (xA) the conditions set forth in Section 7.01 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Parent shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall each be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.229.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 6.2 are satisfied at the time of such reallocation (and, unless the Borrower Representative shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate such Xxxxxx’s Revolving Loans and interests in L/C Obligations of any Non-Defaulting Lender Credit Exposure at such time to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2215.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Canadian Dollar Loans, Euro Loans, L/C Obligations and Swing Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 6.2 are satisfied at the time of such reallocation (and, unless the US Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any 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 Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (xA) the conditions set forth in Section 7.01 4.01 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2210.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Outstanding Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.229.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 8.2 are satisfied at the time of such reallocation (and, unless the Borrower Company shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations and Swing Loans of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2214.27, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2212.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2214.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations Letters of Credit and Swing Loans Line Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (xA) the conditions set forth in Section 7.01 3.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations amount of any Non-Defaulting Lender Lender’s outstanding Revolving Advances plus such Non-Defaulting Lenders participations in Letters of Credit to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2210.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 5.2 are satisfied at the time of such reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2211.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 8.2 are satisfied at the time of such reallocation (and, unless the Borrower Company shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations and Swing Loans of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2214.27, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans Letter of Credit Liabilities shall be reallocated among the Non-Defaulting Lenders with Revolving Commitments in accordance with their respective Revolving Commitment Percentages (calculated determined without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 Article VI. are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any such Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2213.21., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation. (f) The Credit Agreement is further amended by adding the following at the end of Section 7.1. thereof:

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (xA) the conditions set forth in Section 7.01 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2211.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages of the relevant Commitments (calculated without regard to such Defaulting Lender’s Revolving Credit Commitments) but only to the extent that (x) the conditions set forth in Section 7.01 7.1 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2213.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans Line Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages Ratable Shares (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 3.01 are satisfied at the time of such reallocation (and, unless the Borrower shall have has 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 sum of the aggregate principal amount of Revolving Loans Credit Advances, the participations in outstanding Letters of Credit and interests participation in L/C Obligations Swing Line Advances of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.228.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations Letter of Credit Outstandings and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Revolving Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsLoan Commitment) but only to the extent that (xA) the conditions set forth in Section 7.01 are 5.2 were satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), ; and (yB) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Loan Commitment. Subject to Section 13.2210.18, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting LenderXxxxxx’s Revolving Credit CommitmentCommitments. Subject to Section 13.2212.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages of the relevant Commitments (calculated without regard to such Defaulting Lender’s Revolving Credit Commitments) but only to the extent that (x) the conditions set forth in Section 7.01 7.1 hereof are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and of any Non-Defaulting Lender, together with the interests in L/C Obligations and Swing Loans of any such Non-Defaulting Lender 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations Letters of Credit and Swing Loans Swingline Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages Pro Rata Shares of the aggregate amount of the Revolving Commitment (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 Sections 3.2 and 3.3 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations of any Non-Defaulting Lender Lender’s Pro Rata Share of the Aggregate Exposure to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.229.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C the Letter of Credit Obligations and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Credit applicable Commitments) but only to the extent that (x) the conditions set forth in Section 7.01 3.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the sum of (1) the aggregate Revolving Loans and interests in L/C Obligations amount of any Advances owing to such Non-Defaulting Lender Lender, plus (2) such Non-Defaulting Lender’s participation in Letters of Credit 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 Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All Notwithstanding anything to the contrary contained in this Agreement, if any Lender is or becomes a Defaulting Lender and if at the relevant time, there are any Letter of Credit Liabilities or outstanding Swingline Loans, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, all or any part of such Defaulting Lender’s participation Commitment to participate in L/C Obligations Letters of Credit and Swing Swingline Loans shall automatically (effective on the day such Lender becomes a Defaulting Lender) be reallocated among the Non-Defaulting Lenders in accordance with their respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsLEGAL02/33558006v8 Commitment) but only to the extent that (x) the conditions set forth in Section 7.01 Article III are satisfied at the such time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such the time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests amount funded or participated in L/C Obligations of by any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such any Defaulting Lender’s participation in L/C Obligations and Swing Loans Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (xi) the conditions set forth in Section 7.01 4.01 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yii) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any 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 Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation. If the reallocation described in this Section 2.23(j) cannot, or can only partially, be effected, Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize each Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 2.23(k).

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages of the relevant Commitments (calculated without regard to such Defaulting Lender’s Revolving Credit Commitments) but only to the extent that (x) the conditions set forth in Section 7.01 7.1 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2213.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including xxxxuding any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocationsuxx xxxllocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2212.24, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 5.2 are satisfied at the time of such 54537432_8 reallocation (and, unless the Borrower Agent shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any 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 Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (xA) the conditions set forth in Section 7.01 3.1 are satisfied at the such time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such the time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate principal amount of Revolving Loans and participating interests in L/C Obligations of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2210.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall be reallocated among the Non-Defaulting Non‑Defaulting Lenders in accordance with their respective Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (xA) the conditions set forth in Section 7.01 3.1 are satisfied at the such time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such the time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate principal amount of Revolving Loans and participating interests in L/C Obligations and Swing Loans of any Non-Defaulting Non‑Defaulting Lender to exceed such Non-Defaulting Non‑Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2211.28, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Non‑Defaulting Lender as a result of such Non-Defaulting XxxxxxNon‑Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such any Defaulting Lender’s participation in L/C Obligations and Swing Loans Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (xi) the conditions set forth in Section 7.01 4.01 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yii) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any 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 Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation. If the reallocation described in this Section 2.23(j) cannot, or can only partially, be effected, Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize each Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 2.23(k).

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans LC Exposure shall be reallocated among the Nonnon-Defaulting Lenders that are Revolving Lenders in accordance with their respective Revolving Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 6.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any Nonnon-Defaulting Lender that is a Revolving Lender to exceed such Nonnon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2212.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender that is a Revolving Lender as a result of such Nonnon-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations Letters of Credit, Swing Line Loans and Swing Loans Protective Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that that (xa) the conditions set forth in Section 7.01 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and and (yb) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2211.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx |US-DOCS\134569911.8148772134.4|| having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall be reallocated among the Non-Defaulting Non‑Defaulting Lenders in accordance with their respective Revolver Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 7.1 are satisfied at the time of such reallocation (and, unless the Borrower Company shall have otherwise notified the Administrative Agent at such time, the Borrower Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations and Swing Loans of any Non-Defaulting Non‑Defaulting Lender to exceed such Non-Defaulting Non‑Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2213.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Non‑Defaulting Lender as a result of such Non-Defaulting XxxxxxNon‑Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the conditions set forth in Section 7.01 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit CommitmentCommitments. Subject to Section 13.2212.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting XxxxxxLender’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (x) the 101 conditions set forth in Section 7.01 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2212.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s 's participation in L/C the Letter of Credit Obligations and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit 's applicable Commitments) but only to the extent that (x) the conditions set forth in Section 7.01 3.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the sum of (1) the aggregate Revolving Loans and interests in L/C Obligations amount of any Advances owing to such Non-Defaulting Lender Lender, plus (2) such Non-Defaulting Lender's participation in Letters of Credit to exceed such Non-Defaulting Lender’s Revolving Credit 's 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 Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s Lender's increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C LC Obligations and Swing Swingline Loans shall be reallocated among the Nonnon-Defaulting Lenders in accordance with their respective Percentages Pro Rata (calculated without regard to such Defaulting Lender’s Revolving Credit Revolver Commitments) but only to the extent that (x) the conditions set forth in Section 7.01 6.2 are satisfied at the time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Revolver Loans and interests in L/C LC Obligations and Swingline Loans of any Nonnon-Defaulting Lender to exceed such Nonnon-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2215.13, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Xxxxxx’s increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall be reallocated among the Non-Defaulting Non‑Defaulting Lenders in accordance with their respective Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit CommitmentsCommitment) but only to the extent that (xA) the conditions set forth in Section 7.01 3.1 are satisfied at the such time of such reallocation (and, unless the Borrower Borrowers shall have otherwise notified the Administrative Agent at such the time, the Borrower Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (yB) such reallocation does not cause the aggregate principal amount of Revolving Loans and participating interests in L/C Obligations and Swing Loans of any Non-Defaulting Non‑Defaulting Lender to exceed such Non-Defaulting Non‑Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.2211.28, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Non‑Defaulting Lender as a result of such Non-Defaulting XxxxxxNon‑Defaulting Lender’s increased exposure following such reallocation.