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

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. (A) 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 Letters of Credit pursuant to Sections 2.16, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Loan Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Bank becomes a Defaulting Lender, the conditions set forth in Section 4.02 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 (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of (1) the Loan Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding principal amount of the Loans of that Bank.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. (A) During any period in which there is a Defaulting LenderBank, for purposes of computing the amount of the obligation of each non-Defaulting Lender Bank to acquire, refinance or fund participations in Letters of Credit pursuant to Sections 2.162.6, the “Pro Rata Share” of each non-Defaulting Lender Bank shall be computed without giving effect to the Loan Commitment of that Defaulting LenderBank; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Bank becomes a Defaulting LenderBank, the conditions set forth in Section 4.02 are satisfied at the time no Default or Event 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)Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender Bank to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of (1) the Loan Commitment of that such non-Defaulting Lender Bank’s Pro Rata Share of the Borrowing Base minus (2) the such non-Defaulting Bank’s (A) aggregate outstanding principal amount of the Loans Advances plus (B) the Pro Rata Share of that Bankthe Letter of Credit Exposure.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. (Ai) 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 Letters of Credit pursuant to Sections 2.16or Swing Loans, the “Pro Rata Share” of each non-non- Defaulting Lender shall be computed without giving effect to the Ratable Loan Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Bank becomes a Defaulting Lender, the conditions set forth in Section 4.02 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 (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Loans shall not exceed the positive difference, if any, of (1) the Ratable Loan Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding principal amount of the Loans Ratable Credit Exposure of that Bank.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. (A) During i)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 Letters of Credit pursuant to Sections 2.16or Swingline Loans, the “Pro Rata Share” of each non-non- Defaulting Lender shall be computed without giving effect to the Ratable Loan Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Bank becomes a Defaulting Lender, the conditions set forth in Section 4.02 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 (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Ratable Loan Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding principal amount of the Loans Ratable Credit Exposure of that Bank.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. (A) 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 Letters of Credit or Swing Loans pursuant to Sections 2.162.16 and 2.17, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Loan Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Bank becomes a Defaulting Lender, the conditions set forth in Section 4.02 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 (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Loans shall not exceed the positive difference, if any, of (1) the Loan Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding principal amount of the Loans of that Bank.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. (Ai) 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 Letters of Credit pursuant to Sections 2.16or SwingSwingline Loans, the “Pro Rata Share” of each non-non- Defaulting Lender shall be computed without giving effect to the Ratable Loan Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Bank becomes a Defaulting Lender, the conditions set forth in Section 4.02 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 (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and SwingSwingline Loans shall not exceed the positive difference, if any, of (1) the Ratable Loan Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding principal amount of the Loans Ratable Credit Exposure of that Bank.