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 Letters of Credit, Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (z) such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 10.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation in Letters of Credit, Swing Line LC Exposure and Swingline Loans and Protective Advances shall be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Applicable Percentage (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (yA) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless Borrower the Parent shall have otherwise notified the Administrative Agent at such time, Borrower the Borrowers shall each be deemed to have represented and warranted that such conditions are satisfied at such time), and (zB) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 10.259.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation in Letters of Credit, L/C Obligations and Swing Line Loans and Protective Advances shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Share of U.S. Revolving Commitments (calculated without regard to such Defaulting Lender’s U.S. Revolving Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (yA) the conditions set forth in Section 4.02 4.2 are satisfied at the time of such reallocation (and, unless Borrower the Borrowers shall have otherwise notified the Administrative Agent at such time, Borrower the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (zB) such reallocation does not cause the aggregate U.S. Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s U.S. Revolving Commitment. Subject to Section 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation obligation to fund participations in Letters respect of Credit, Swing Line Loans and Protective Advances Letters of Credit shall be reallocated among the Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 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 (zy) 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 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. 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 Letters of Credit, Swing Line Credit and Swingline Loans and Protective Advances shall automatically (effective on the day such Lender becomes a Defaulting Lender) be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 Article III are satisfied at the such time of such reallocation (and, unless the Borrower shall have otherwise notified Administrative the Agent at such the time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (zy) such reallocation does not cause the aggregate Revolving Exposure of amount funded or participated in by any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 10.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation in Letters Letter of Credit, Swing Line Loans and Protective Advances Credit Liabilities shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Revolving Credit Commitment Percentages (calculated determined without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Article VI (other than Section 4.02 6.2(c) or (e)) 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 (zy) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 10.2513.22, 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. All or any part of such Defaulting Lender’s 's participation in Letters of Credit, Swing Line Loans and Protective Advances L/C Obligations shall be reallocated among the Non-Defaulting Lenders with Revolving Credit Commitments in accordance with their respective Pro Rata Shares Revolving Credit Commitment Percentages (in each case, calculated without regard to such Defaulting Lender’s 's Revolving Credit Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 §12 are satisfied at the time of such reallocation (and, unless the Borrower Representative shall have otherwise notified the Administrative Agent at such time, Borrower the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (zy) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s 's Revolving Credit Commitment. Subject to Section 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s 's increased exposure following such reallocation.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit, L/C Obligations and Swing Line Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Commitment Percentages of the relevant Revolving Credit Commitments (calculated without regard to such Defaulting Lender’s CommitmentRevolving Credit Commitments) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (yA) the conditions set forth in Section 4.02 6.3 are satisfied at the time of such reallocation (and, unless Borrower the Company, after receiving written notice, shall have otherwise notified Administrative the Agent at such time, Borrower the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (zB) such reallocation does not cause the aggregate Revolving Exposure 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 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Bank 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. All or any part of such Defaulting Lender’s participation in Letters of Credit, Swing Line Loans Credit and Protective Swingline Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the aggregate amount of the Revolving Commitment (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 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 (zy) such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender Lender’s Pro Rata Share of the Aggregate Exposure to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 10.259.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All Subject to Section 3.6, all or any part of such Defaulting Lender’s participation in Letters of CreditLC Exposure, Swing Line Swingline Loans and Protective Advances or Multicurrency Revolving Credit Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (yA) the conditions set forth out in Section 4.02 6.2 are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified the Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (zB) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving CommitmentCommitted Amount. Subject to Section 10.25, no No reallocation hereunder under this Agreement shall constitute a waiver or release of any claim of any party hereunder under this Agreement against a Defaulting Lender arising from that 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. 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 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 Letters of Credit, Swing Line Credit and Swingline Loans and Protective Advances shall automatically (effective on the day such Lender becomes a Defaulting Lender) be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 Article III are satisfied at the such time of such reallocation (and, unless the Borrower shall have otherwise notified Administrative the Agent at such the time, the Borrower LEGAL02/33559407v8 shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (zy) such reallocation does not cause the aggregate Revolving Exposure of amount funded or participated in by any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 10.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation in Letters of Credit, Swing Line L/C Obligations and Swingline Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 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, Borrower the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (zy) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation in Letters Letter of Credit, Credit Obligations and Swing Line Loans and Protective Advances shall be reallocated among the US Facility Lenders which are Non-Defaulting Lenders in accordance with their respective US Pro Rata Shares (calculated without regard to such Defaulting Lender’s US Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 3.2(a) and (b) are satisfied at the time of such reallocation (and, unless the US Borrower shall have otherwise notified the applicable Administrative Agent at such time, the US Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (zy) such reallocation does not cause the aggregate Revolving Exposure outstanding principal amount of US Advances of any Non-Defaulting Lender to exceed plus such Non-Defaulting Lender’s Revolving CommitmentUS Pro Rata Share of Letter of Credit Exposure to exceed the lesser of (A) such Non-Defaulting Lender’s US Commitment in effect at such time and (B) such Non-Defaulting Lender’s Pro Rata Share of the Borrowing Base in effect at such time. Subject to Section 10.259.27, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation in Letters of Credit, Swing Line Loans and Protective Swingline Advances shall be reallocated among the Lenders which are not a Defaulting Lender at such time (each, a “Non-Defaulting Lenders Lender”) in accordance with their respective Pro Rata Shares Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 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 (zy) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Revolver Commitment. Subject to Section 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation in Letters of Credit, Swing Line L/C Obligations and Swingline Loans and Protective Advances shall be reallocated among the Non-Defaulting Non‑Defaulting Lenders in accordance with their respective Pro Rata Shares Applicable Percentages under the applicable Tranche (calculated without regard to such Defaulting Lender’s CommitmentRevolving Credit Commitment in respect of such Tranche) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 5.2 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 (zy) such reallocation does not cause the aggregate Revolving Committed Funded Exposure of any Non-Defaulting Non‑Defaulting Lender under the applicable Tranche to exceed such Non-Defaulting Non‑Defaulting Lender’s Revolving CommitmentCredit Commitment in respect of such Tranche. Subject to Section 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Non‑Defaulting Lender as a result of such Non-Defaulting Non‑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 Letters of Credit, Swing Line L/C Obligations and Swingline Loans and Protective Advances shall be reallocated among the Non-Defaulting Non‑Defaulting Lenders in accordance with their respective Pro Rata Shares Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 6.2 (other than clause (d) thereof) are satisfied at the time of such reallocation (and, so long as the Administrative Agent has provided notice to the Borrower of such reallocation, 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 (zy) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 10.2512.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Non‑Defaulting Lender as a result of such Non-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 Swing Advances and Letters of Credit, Swing Line Loans and Protective Advances Credit shall be reallocated among the Lenders which are not a Defaulting Lender at such time (each, a “Non-Defaulting Lenders Lender”) in accordance with their respective Pro Rata Shares Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 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 (zy) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Revolver Commitment. Subject to Section 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation in Letters of Credit, Swing Line L/C Obligations and Swingline Loans and Protective Advances #4827-9295-4127 #PageNum# shall automatically be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Share of Revolving Commitments (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (yA) the conditions set forth in Section 4.02 4.2 are satisfied at the time of such reallocation (and, unless Borrower the Borrowers shall have otherwise notified the Administrative Agent at such time, Borrower the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (zB) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation in Letters of Credit, Swing Line Loans and Protective Advances shall be reallocated among the Lenders which are not a Defaulting Lender at such time (each, a “Non-Defaulting Lenders Lender”) in accordance with their respective Pro Rata Shares Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 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 (zy) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Revolver Commitment. Subject to Section 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation in Letters of Credit, Swing Line Credit and Swingline Loans and Protective Advances shall be reallocated among the Nonnon-Defaulting Lenders (other than Tranche B Revolving Lenders) in accordance with their respective Pro Rata Shares Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Administrative Borrower shall have otherwise notified the Administrative Agent at such time, Borrower the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (zy) such reallocation does not cause the aggregate Tranche A Revolving Credit Exposure of any Nonnon-Defaulting Lender to exceed such Nonnon-Defaulting Lender’s Tranche A Revolving Commitment. Subject to Section 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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.

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit, Swing Line L/C Obligations and Swingline Loans and Protective Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Applicable Percentages under the applicable Tranche (calculated without regard to such Defaulting Lender’s CommitmentRevolving Credit Commitment in respect of such Tranche) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 5.2 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 (zy) such reallocation does not cause the aggregate Revolving Committed Funded Exposure of any Non-Defaulting Lender under the applicable Tranche to exceed such Non-Defaulting Lender’s Revolving CommitmentCredit Commitment in respect of such Tranche. Subject to Section 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation in Letters Letter of Credit, Swing Line Credit Liabilities and Swingline Loans and Protective Advances shall be reallocated among the Revolving Lenders that are Non-Defaulting Lenders in accordance with their respective Pro Rata Shares Revolving Commitment Percentages (calculated determined without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 Article V. 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 (zy) such reallocation does not cause the aggregate Revolving Credit Exposure of any Revolving Lender that is a Non-Defaulting Lender to exceed such Non-Defaulting Revolving Lender’s Revolving Commitment. Subject to Section 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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. All or any part of such Defaulting Lender’s participation in Letters of Credit, Swing Line Loans and Protective Swingline Advances shall be reallocated among the Lenders which are not a Defaulting Lender at such time (each, a “Non-Defaulting Lenders Lender”) in accordance with their respective Pro Rata Shares Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) in the case of any Protective Advance, such Protective Advance is made in compliance with Section 2.10(1), (y) the conditions set forth in Section 4.02 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 (zy) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Revolver Commitment. Subject to Section 10.25, no No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 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.