Common use of Reallocation of Percentage Shares to Reduce Fronting Exposure Clause in Contracts

Reallocation of Percentage Shares to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Credits or Swing Line Loans pursuant to Sections 2.04 and 2.05, the “Percentage Share” of each non-Defaulting Lender that is a Lender will be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided, that, (A) each such reallocation will be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (B) each such reallocation will be given effect only to the extent that, after giving effect to such reallocation, each non-Defaulting Lender’s Percentage Share of the Defaulting Lender’s aggregate Fronting Exposure will not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that non-Defaulting Lender minus (2) the sum of (x) the aggregate Outstanding Amount of the Revolving Credit Loans of that non- Defaulting Lender and (y) that non-Defaulting Lender’s Percentage Share of the then Outstanding Amount of any L/C Obligations.

Reallocation of Percentage Shares to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Credits or Swing Line Loans pursuant to Sections 2.04 and 2.05, the “Percentage Share” of each non-Defaulting Lender that is a Lender will be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided, that, (A) each such reallocation will be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (B) each such reallocation will be given effect only to the extent that, after giving effect to such reallocation, each non-Defaulting Lender’s Percentage Share of the Defaulting Lender’s aggregate Fronting Exposure will not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that non-Defaulting Lender minus (2) the sum of (x) the aggregate Outstanding Amount of the Revolving Credit Loans of that non- Defaulting Lender and (y) that non-Defaulting Lender’s Percentage Share of the then Outstanding Amount of any L/C Obligations. Subject to Section 10.21, 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 Percentage Shares to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Credits or Swing Line Loans Letters of Credit pursuant to Sections 2.04 and 2.05Section 2.11, the “Percentage ShareAggregate Exposure Percentage” of each non-Defaulting Lender that is a Lender will shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided, that, (Ai) each such reallocation will shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (Bii) each such reallocation will be given effect only to the extent that, after giving effect to such reallocation, aggregate obligation of each non-Defaulting Lender’s Percentage Share Lender to acquire, refinance or fund participations in Letters of the Defaulting Lender’s aggregate Fronting Exposure will Credit shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that non-Defaulting Lender minus (2) the sum of (x) the aggregate Outstanding Amount outstanding amount of the Revolving Credit Loans of that non- Defaulting Lender Lender. 084421 000400 DALLAS 2675603.7 [Eighth Amended and (y) that non-Defaulting Lender’s Percentage Share of the then Outstanding Amount of any L/C Obligations.Restated Credit Agreement]