Common use of Reallocation Clause in Contracts

Reallocation. If any Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Appropriate Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Lender’s Commitment Percentage had been increased proportionately), provided that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable.

Reallocation. If any Revolving Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Appropriate Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Revolving Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Revolving Lender’s Commitment Percentage had been increased proportionately), provided that no Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable.

Reallocation. If any Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Appropriate Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Lender’s Commitment Percentage had been increased proportionately), provided that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable.

Reallocation. If any Original Revolving Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Appropriate Agent’s election at any time or upon Borrower’s or any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Original Revolving Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Original Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Original Revolving Lender’s (other than any other Non-Funding Lender’s or Impacted Lender’s) Commitment Percentage had been increased proportionately), provided provided, that no Original Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Original Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Original Revolving Loan Commitment, as applicable.

Reallocation. If any Revolving Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Appropriate Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Revolving Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Revolving Lender’s (other than any other Non-Funding Lender’s or Impacted Lender’s) Commitment Percentage had been increased proportionately), provided that no Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable.

Reallocation. If any Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Appropriate Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Lender’s (other than any other Non-Funding Lender’s or Impacted Lender’s) Commitment Percentage had been increased proportionately), ; provided that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable.

Reallocation. If any Revolving Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued Issued such Letter of Credit) and reimbursement obligations with respect to Swing Swingline Loans shall, at the Appropriate Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Revolving Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Revolving Lender’s (other than an Impacted Lender’s) Commitment Percentage had been increased proportionately); provided, provided that no Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, and outstanding Letter of Credit Obligations, amounts of its participations in Swing Swingline Loans and its pro rata share of unparticipated amounts in Swing Swingline Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable.

Reallocation. If any Original Revolving Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Appropriate Agent’s election at any time or upon Borrower’s or any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Orig inal Revolving Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Origi nal Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Orig inal Revolving Lender’s (other than any other Non-Funding Lender’s or Impacted Lender’s) Commitment Percentage had been increased proportionately), provided provided, that no Orig inal Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Orig inal Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Original Revolving Loan Commitment, as applicable.

Reallocation. If any US Revolving Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such US Revolving Lender is the L/C Issuer that issued Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Appropriate Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Revolving Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their US Commitment Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Lender’s US Commitment Percentage was reduced to zero and each other US Revolving Lender’s US Commitment Percentage had been increased proportionately), provided that no US Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding US Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicablewould cause a prepayment to be required to be made under subsection 1.1(a)(ii).

Reallocation. If any Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s 's Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued Issued such Letter of Credit) and reimbursement obligations with respect to Swing Swingline Loans shall, at the Appropriate Agent’s 's election at any time or upon any L/C Issuer’s 's or Swingline Lender’s's, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Lender’s 's Commitment Percentage was reduced to zero and each other Lender’s 's (other than any other Non-Funding Lender's or Impacted Lender's) Commitment Percentage had been increased proportionately), provided that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Swingline Loans and its pro rata share of unparticipated amounts in Swing Swingline Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable.

Reallocation. If any Revolving Credit Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit L/C Obligations (unless such Lender is the L/C Issuer that issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Appropriate Administrative Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents the Administrative Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Revolving Credit Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages Pro Rata Share of the US Loans or Canadian Loans, as applicable, Revolving Credit Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage Pro Rata Share was reduced to zero and each other Revolving Credit Lender’s Commitment Percentage Pro Rata Share had been increased proportionately), provided that no Revolving Credit Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, outstanding Letter of Credit L/C Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Credit Commitment, as applicable.

Reallocation. If any Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued Issued such Letter of Credit) and reimbursement obligations with respect to Swing Swingline Loans shall, at the Appropriate Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders Lender pro rata in accordance with their Commitment Allocation Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Revolving Loan Allocation (calculated as if the Non-Funding Lender’s Commitment Allocation Percentage was reduced to zero and each other Lender’s Commitment (other than any other Non-Funding Lender’s or Impacted Lender’s) Allocation Percentage had been increased proportionately), provided that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Swingline Loans and its pro rata share of unparticipated amounts in Swing Swingline Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicableAllocation.

Reallocation. If any Revolving Credit Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit L/C Obligations (unless such Lender is the L/C Issuer that issued Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, (A) at the Appropriate Administrative Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents the Administrative Agent (whether before or after the occurrence of any Default or Event of Default)) or (B) upon the Borrower’s written request delivered to the Administrative Agent if no Event of Default has occurred and is continuing, be reallocated to and assumed by the US Revolving Credit Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages Pro Rata Share of the US Loans or Canadian Loans, as applicable, Revolving Credit Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage Pro Rata Share was reduced to zero and each other Revolving Credit Lender’s Commitment Percentage Pro Rata Share had been increased proportionately), provided that no Revolving Credit Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, outstanding Letter of Credit L/C Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Credit Commitment, as applicable.

Reallocation. If any Revolving Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued such Letter of Credit) and reimbursement obligations with respect to Swing Swingline Loans shall, at the Appropriate Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Revolving Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Revolving Lender’s (other than an Impacted Lender’s) Commitment Percentage had been increased proportionately); provided, provided that no Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, and outstanding Letter of Credit Obligations, amounts of its participations in Swing Swingline Loans and its pro rata share of unparticipated amounts in Swing Swingline Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable.

Reallocation. If any Revolving Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Appropriate Agent’s election at any time or upon the Borrower’s, any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Revolving Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Revolving Lender’s Commitment Percentage had been increased proportionately), provided that no Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable.

Reallocation. If any Revolving Lender is a Non-Funding Defaulting Lender, all or a portion of such Non-Funding Defaulting Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Appropriate Agent’s election at any time or upon any L/C Issuer’s or Swingline Swing Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Revolving Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Defaulting Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Defaulting Lender’s Commitment Percentage was reduced to zero and each other Revolving Lender’s (other than any other Defaulting Lender’s) Commitment Percentage had been increased proportionately), provided that no Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable.

Reallocation. If any Revolving Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued such Letter of Credit) and reimbursement obligations with respect to the applicable Swing Line Loans shall, at the Appropriate Agent’s election at any time or upon any applicable L/C Issuer’s or Swingline the applicable Swing Line Lender’s, as applicable, written request delivered to Agents Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the US Revolving Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages Pro Rata Share of the US Loans or Canadian Loans, as applicable, Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Pro Rata Share of the Revolving Loan Commitment Percentage was reduced to zero and each other Revolving Lender’s (other than any other Non-Funding Lender’s or Impacted Lender’s) Pro Rata Share of the Revolving Loan Commitment Percentage had been increased proportionately), provided that no Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its applicable outstanding Revolving Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Line Loans and its pro rata share Pro Rata Share of unparticipated amounts in Swing Loans to exceed its US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable.