Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that # the conditions set forth in Section 5.2 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 # 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 12.27, 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.

Cash Collateral; Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable law, first, prepay Swing Line Loans in an amount equal to Swing Line Lender’s Fronting Exposure and second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.10.

“Minimum Collateral Amount” means, at any time, # with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to the Fronting Exposure of the

if the LC Exposure of the non-Defaulting ​ of the same Class as such Defaulting Lender is reallocated pursuant to [clause (i) above], then the fees payable to the ​ pursuant to [Section 2.11(a)] and [Section 2.11(b)] shall be adjusted in accordance with such non-Defaulting ​’ Applicable Multicurrency Percentages or Applicable Dollar Percentages, as applicable, in effect immediately after giving effect to such reallocation; and

Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following # the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender), or # the determination by the Administrative Agent and the L/C Issuers that there exists excess Cash Collateral; provided, that, the Person providing Cash Collateral and the L/C Issuers may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

amount equal to the Swingline Lenders’ Fronting Exposure and # second, Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in [Section 5.14].

Cash Collateral. If the reallocation described in [clause (iii) above] cannot, or can only partially, be effected, the ​ shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize Issuing Bank’s Fronting Exposure (in an amount equal to 103% of the maximum face amount of all outstanding Letters of Credit) in accordance with the procedures set forth in Section 2.04.

the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Revolving Credit Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to [Section 5.9] in connection with such reallocation as if such reallocation were a repayment); and

any subsequent reallocation of LC Exposure or Swingline Exposure among non-Defaulting ​ described in [clause (i) above]);

Reallocation. If the maturity date shall have occurred in respect of any Tranche of Revolving Commitments (the “Expiring Credit Commitment”) at a time when another Tranche or Tranches of Revolving Commitments is or are in effect with a longer maturity date (each, a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the Swing Line Lender, on the earliest occurring maturity date such Swing Line Loan shall be deemed reallocated to the Tranche or Tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that # to the extent that the amount of such reallocation would cause the Revolving Credit Exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such allocation the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and # notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrowers shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitments or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any Tranche of Revolving Commitments, the sublimit for Swing Line Loans may be reduced as agreed between the Swing Line Lender and the Borrowers, without the consent of any other Person.