Common use of Periodic Rebalancing Clause in Contracts

Periodic Rebalancing. (a) Subject to Section 2.13, if, as of any Interest Payment Date (or any other date on which any Applicable Lender gives written notice to Administrative Agent that a rebalancing required on any Interest Payment Date or any posting or release of Collateral did not occur on a Pro Rata Basis), the Collateral in the Collateral Accounts is not held on a Pro Rata Basis for any reason, then on, or as promptly as practicable following, such date, the Applicable Lenders shall cause any transfers of Collateral from the Collateral Accounts that they control to Collateral Accounts controlled by other Applicable Lenders as may be necessary, as determined by Administrative Agent, to ensure that the Collateral in the Collateral Accounts is held on a Pro Rata Basis. Each Applicable Lender agrees to cooperate in good faith with Administrative Agent to effect such rebalancing, including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect such transfers. Each Borrower hereby consents to such transfers. (b) Solely for the purpose of determining whether Collateral is held on a Pro Rata Basis under clause (a) above, any Eligible Letter of Credit provided to an Applicable Lender shall be deemed to be an amount of Cash equal to 99% of the stated amount thereof, subject to clause (c) below. (c) Subject to Section 2.13, if, as of any Interest Payment Date, the aggregate stated amount of Eligible Letters of Credit provided to any Applicable Lender differs by more than $1,000,000 from the product of (x) the aggregate Applicable Percentage of such Applicable Lender and any relevant Agented Lenders and (y) the aggregate stated amount of Eligible Letters of Credit provided to all Applicable Lenders, then on, or as promptly as practicable following, such Interest Payment Date, Borrowers shall replace Eligible Letters of Credit provided to the Applicable Lenders with Cash and/or Cash Equivalents and vice versa to the extent necessary to ensure that Eligible Letters of Credit, Cash and Cash Equivalents are held on a Pro Rata Basis (it being understood that the minimum stated amount of an Eligible Letter of Credit as set forth in the definition thereof shall not apply to the extent necessary to comply with this Section 2.16(c)). Each Lender hereby consents to, and agrees to cooperate in good faith to effect, such substitutions. (d) In connection with any transfer of Collateral Shares to a Collateral Account pursuant to this Section 2.16 or otherwise, each Borrower shall comply and use reasonable efforts to cause Custodian to comply, with any request of the Applicable Lender that controls such Collateral Account to transfer such Collateral Shares to a separate sub-account under the relevant Collateral Account controlled by such Applicable Lender.

Periodic Rebalancing. (a) Subject to Section 2.132.12, if, as of on any Interest Payment Date (or any other date on which Date, any Applicable Lender gives written notice to Administrative Calculation Agent, or Calculation Agent otherwise becomes aware, that a rebalancing required on any Interest Payment Date or any posting or release of Collateral did not occur on a Pro Rata Basis), Basis or the Collateral in the Collateral Accounts is not held on a Pro Rata Basis for any reason, then on, or as promptly as practicable following, such date, date the Applicable Lenders shall cause any transfers of Collateral from the Collateral Accounts that they control to Collateral Accounts controlled by other Applicable Lenders as may be necessary, as determined by Administrative Calculation Agent, to ensure that the Collateral in the Collateral Accounts is held on a Pro Rata Basis. Each Applicable Lender agrees to cooperate in good faith with Administrative Calculation Agent to effect such rebalancing, including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect such transfers. Each Borrower hereby consents to such transfers. (b) Solely for the purpose of determining whether Collateral is held on a Pro Rata Basis under clause (a) above, any Eligible Letter of Credit provided to an Applicable Lender shall be deemed to be an amount of Cash Collateral equal to 99% of the stated amount thereof, subject to clause (c) below. (c) Subject to Section 2.132.12, if, as of on any Interest Payment Datedate, any Applicable Lender gives written notice to Calculation Agent, or Calculation Agent otherwise becomes aware, that the aggregate stated amount of Eligible Letters of Credit provided to any Applicable Lender differs by more than $1,000,000 2,000,000 from the product of (x) the aggregate Applicable Percentage of such Applicable Lender and any relevant Agented Lenders and (y) the aggregate stated amount of Eligible Letters of Credit provided to all Applicable Lenders, then on, or as promptly as practicable following, such Interest Payment Date, Borrowers date Borrower shall replace Eligible Letters of Credit provided to the Applicable Lenders with Cash and/or Cash Equivalents Collateral and vice versa to the extent necessary to ensure that Eligible Letters of Credit, Cash Credit and Cash Equivalents Collateral are held on a Pro Rata Basis (it being understood that the minimum stated amount of an Eligible Letter of Credit as set forth in the definition thereof shall not apply to the extent necessary to comply with this Section 2.16(c2.14(c)). Each Lender hereby consents to, and agrees to cooperate in good faith to effect, such substitutions. (d) In connection with any transfer of Collateral Shares to a Collateral Account pursuant to this Section 2.16 2.14 or otherwise, each Borrower shall comply and use reasonable efforts to cause Custodian to comply, comply with any request of the Applicable Lender that controls such Collateral Account to transfer such Collateral Shares to a separate sub-account under the relevant Collateral Account controlled by such Applicable Lender.

Periodic Rebalancing. (a) Subject to Section 2.13, if, if as of any Interest Payment Date (or any other date on which any Applicable Lender gives written notice to Administrative Agent that a rebalancing required on any Interest Payment Date or any posting or release of Collateral did not occur on a Pro Rata Basis)Date, the Collateral in the Collateral Accounts is not held on a Pro Rata Basis for any reason, then on, or as promptly as practicable following, such dateInterest Payment Date, the Applicable Lenders shall cause any transfers of Collateral from the Collateral Accounts that they control to Collateral Accounts controlled by other Applicable Lenders as may be necessary, as determined by Administrative Agent, to ensure that the Collateral in the Collateral Accounts is held on a Pro Rata Basis. Each Applicable Lender agrees to cooperate in good faith with Administrative Agent to effect such rebalancing, including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect such transfers. Each Borrower hereby consents to such transfers. (b) Solely for the purpose of determining whether Collateral is held on a Pro Rata Basis under clause (a) above, any Eligible Letter of Credit provided to an Applicable Lender shall be deemed to be an amount of Cash equal to 99% of the stated amount thereof, subject to clause (c) below. (c) Subject to Section 2.13, if, as of any Interest Payment Date, the aggregate stated amount of Eligible Letters of Credit provided to any Applicable Lender differs by more than $1,000,000 10,000,000 from the product of (x) the aggregate Applicable Percentage of such Applicable Lender and any relevant Agented Lenders and (y) the aggregate stated amount of Eligible Letters of Credit provided to all Applicable Lenders, then on, or as promptly as practicable following, such Interest Payment Date, Borrowers Borrower shall replace Eligible Letters of Credit provided to the Applicable Lenders with Cash and/or Cash Equivalents Collateral and vice versa to the extent necessary to ensure that Eligible Letters of Credit, Cash Credit and Cash Equivalents Collateral are held on a Pro Rata Basis (it being understood that the minimum stated amount of an Eligible Letter of Credit as set forth in the definition thereof shall not apply to the extent necessary to comply with this Section 2.16(c2.16(b)). Each Lender hereby consents to, and agrees to cooperate in good faith to effect, such substitutions. (dc) In connection with the extension of any new Advances under Section 2.13 or any transfer of Collateral Shares to a Collateral Account pursuant to this Section 2.16 2.16, Section 5.12 or otherwise, each Borrower shall comply and use reasonable efforts to cause Custodian to comply, with any request of the Applicable Lender that controls such Collateral Account or is making such new Advances, as the case may be, to transfer such Collateral Shares or any Collateral Shares securing such new Advances, as the case may be, to a separate sub-account under the relevant Collateral Account controlled by such Applicable Lender; provided that any such transfer shall be in accordance with the Share Segregation Condition.

Periodic Rebalancing. (a) Subject to Section 2.132.12, if, as of on any Interest Payment Date (or any other date on which Date, any Applicable Lender gives written notice to Calculation Agents (with a copy to Administrative Agent Agent), or Calculation Agents otherwise become aware, that a rebalancing required on any Interest Payment Date or any posting or release of Collateral did not occur on a Pro Rata Basis), Basis or the Collateral in the Collateral Accounts is not held on a Pro Rata Basis for any reason, then on, or as promptly as practicable following, such date, date the Applicable Lenders shall cause any transfers of Collateral from the Collateral Accounts that they control to Collateral Accounts controlled by other Applicable Lenders as may be necessary, as determined by Administrative AgentCalculation Agents, to ensure that the Collateral in the Collateral Accounts is held on a Pro Rata Basis. Each Applicable Lender agrees to cooperate in good faith with Administrative Agent Calculation Agents to effect such rebalancing, including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect such transfers. Each Borrower hereby consents to such transfers. (b) Solely for the purpose of determining whether Collateral is held on a Pro Rata Basis under clause (a) above, any Eligible Letter of Credit provided to an Applicable Lender shall be deemed to be an amount of Cash Collateral equal to 99% of the stated amount thereof, subject to clause (c) below. (c) Subject to Section 2.132.12, if, as of on any Interest Payment Datedate, any Applicable Lender gives written notice to Administrative Agent, or Administrative Agent otherwise becomes aware (it being understood that Administrative Agent shall have no duty to monitor or ascertain), that the aggregate stated amount of Eligible Letters of Credit provided to any Applicable Lender differs by more than $1,000,000 500,000 from the product of (x) the aggregate Applicable Percentage of such Applicable Lender and any relevant Agented Lenders and (y) the aggregate stated amount of Eligible Letters of Credit provided to all Applicable Lenders, then on, or as promptly as practicable following, such Interest Payment Datedate, Borrowers Borrower shall replace Eligible Letters of Credit provided to the Applicable Lenders with Cash and/or Cash Equivalents Collateral and vice versa to the extent necessary to ensure that Eligible Letters of Credit, Cash Credit and Cash Equivalents Collateral are held on a Pro Rata Basis (it being understood that the minimum stated amount of an Eligible Letter of Credit as set forth in the definition thereof shall not apply to the extent necessary to comply with this Section 2.16(c2.14(c)). Each Lender hereby consents to, and agrees to cooperate in good faith to effect, such substitutions. (d) In connection with any transfer of Collateral Shares to a Collateral Account pursuant to this Section 2.16 2.14 or otherwise, each Borrower shall comply and use reasonable efforts to cause Custodian to comply, comply with any request of the Applicable Lender that controls such Collateral Account to transfer such Collateral Shares to a separate sub-account under the relevant Collateral Account controlled by such Applicable Lender.

Periodic Rebalancing. (a) Subject to Section 2.132.13 and clause (c) below, if, if as of any Interest Payment Date (or any other date on which any Applicable Lender gives written notice to Administrative Agent that a rebalancing required on any Interest Payment Date or any posting or release of Collateral did not occur on a Pro Rata Basis)Date, the Collateral in the Collateral Accounts is not held on a Pro Rata Basis for any reason, then on, or as promptly as practicable following, such dateInterest Payment Date, the Applicable Lenders shall cause any transfers of Collateral from the Collateral Accounts that they control to Collateral Accounts controlled by other Applicable Lenders as may be necessary, as determined by Administrative Agent, to ensure that the Collateral in the Collateral Accounts is held on a Pro Rata Basis. Each Applicable Lender Lxxxxx agrees to cooperate in good faith with Administrative Agent to effect such rebalancing, including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect such transfers. Each Borrower hereby consents to such transfers. (b) Solely for the purpose of determining whether Collateral is held on a Pro Rata Basis under clause (a) above, any Eligible Letter of Credit provided to issued for the benefit of an Applicable Lender shall be deemed to be an amount of Cash cash Collateral equal to 99% [REDACTED] of the stated amount thereof, subject to clause (c) below. (c) Subject to Section 2.132.13 and notwithstanding clause (a) above, if, as of on any Interest Payment Datedate, any Applicable Lender gives written notice to Calculation Agent, or Calculation Agent otherwise becomes aware, that the aggregate stated amount of Eligible Letters of Credit provided to issued for the benefit of any Applicable Lender differs by more than $1,000,000 from the product of (x) the aggregate Applicable Percentage of such Applicable Lender and any relevant Agented Lenders with respect to which such Applicable Lender is acting as agent and (y) the aggregate stated amount of Eligible Letters of Credit provided to issued for the benefit of all Applicable Lenders, then on, or as promptly as practicable following, such Interest Payment Date, Borrowers date Borrower shall replace Eligible Letters of Credit provided to issued for the benefit of the Applicable Lenders with Cash and/or Cash Equivalents cash Collateral and vice versa (or modify the terms of any applicable Eligible Letters of Credit) to the extent necessary to ensure that Eligible Letters of Credit, Cash Credit and Cash Equivalents cash Collateral are held on a Pro Rata Basis (it being understood that the minimum stated amount of an Eligible Letter of Credit as set forth in the definition thereof shall not apply to the extent necessary to comply with this Section 2.16(c2.15(c)). Each Lender hereby consents to, and agrees to cooperate in good faith to effect, such substitutions. (d) In connection with any transfer of Collateral Shares to a Collateral Account pursuant to this Section 2.16 2.15 or otherwise, each Borrower shall comply and use reasonable efforts to cause Custodian to comply, with any request of the Applicable Lender that controls such Collateral Account to transfer such Collateral Shares to a separate sub-account under the relevant Collateral Account controlled by such Applicable Lender.

Periodic Rebalancing. (a) Subject to Section 2.132.12, if, as of on any Interest Payment Date (or any other date on which Date, any Applicable Lender gives written notice to Administrative Agent, or Administrative Agent otherwise becomes aware, that a rebalancing required on any Interest Payment Date or any posting or release of Collateral did not occur on a Pro Rata Basis), Basis or the Collateral in the Collateral Accounts is not held on a Pro Rata Basis for any reason, then on, or as promptly as practicable following, such date, date the Applicable Lenders shall cause any transfers of Collateral from the Collateral Accounts that they control to Collateral Accounts controlled by other Applicable Lenders as may be necessary, as determined by Administrative Agent, to ensure that the Collateral in the Collateral Accounts is held on a Pro Rata Basis. Each Applicable Lender agrees to cooperate in good faith with Administrative Agent to effect such rebalancing, including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect such transfers. Each Borrower Borrowers hereby consents consent to such transfers. (b) Solely for the purpose of determining whether Collateral is held on a Pro Rata Basis under clause (a) above, any Eligible Letter of Credit provided to an Applicable Lender shall be deemed to be an amount of Cash Collateral equal to 99% of the stated amount thereof, subject to clause (c) below. (c) Subject to Section 2.132.12, if, as of on any Interest Payment Datedate, any Applicable Lender gives written notice to Administrative Agent, or Administrative Agent otherwise becomes aware, that the aggregate stated amount of Eligible Letters of Credit provided to any Applicable Lender differs by more than $1,000,000 2,000,000 from the product of (x) the aggregate Applicable Percentage of such Applicable Lender and any relevant Agented Lenders and (y) the aggregate stated amount of Eligible Letters of Credit provided to all Applicable Lenders, then on, or as promptly as practicable following, such Interest Payment Date, date Borrowers shall replace Eligible Letters of Credit provided to the Applicable Lenders with Cash and/or Cash Equivalents Collateral and vice versa to the extent necessary to ensure that Eligible Letters of Credit, Cash Credit and Cash Equivalents Collateral are held on a Pro Rata Basis (it being understood that the minimum stated amount of an Eligible Letter of Credit as set forth in the definition thereof shall not apply to the extent necessary to comply with this Section 2.16(c2.14(c)). Each Lender hereby consents to, and agrees to cooperate in good faith to effect, such substitutions. (d) In connection with any transfer of Collateral Shares to a Collateral Account pursuant to this Section 2.16 2.14 or otherwise, each Borrower Borrowers shall comply and use reasonable efforts to cause Custodian to comply, comply with any request of the Applicable Lender that controls such Collateral Account to transfer such Collateral Shares to a separate sub-account under the relevant Collateral Account controlled by such Applicable Lender.