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. (B) If such reallocation cannot, or can only partially, be effected, the Borrower shall within five (5) Banking Days following notice by the Administrative Agent, Cash Collateralize for the benefit of the Issuing Bank only the Borrower’s obligations corresponding to the Fronting Exposure of the Issuing Bank with respect to Letters of Credit (after giving effect to any partial reallocation described above) in accordance with the procedures set forth in Section 2.16(h) for so long as such Fronting Exposure is outstanding. (C) So long as such Bank is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related Fronting Exposure will be 100% covered by the Loan Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by the Borrower in accordance with Section 2.16(h) and/or Section 2.20(a)(iv), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with the above provisions (and such Defaulting Lender shall not participate therein).

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. (A) During any period in which there is a Defaulting Lender as to which the L/C Issuer or Swing Line Lender (as applicable) has not received cash collateral or other credit support acceptable to it in respect of the related participation and funding obligations of such Defaulting Lender, then upon the request of the L/C Issuer or Swing Line Lender (as applicable) to the Administrative Agent, 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 Line Loans pursuant to Sections 2.162.03 and 2.04, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Loan Commitment of that such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Bank becomes a Defaulting Lenderin all cases, 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 or Swing Line Loans pursuant to the foregoing provision shall not exceed the positive difference, if any, of between (1i) the Loan Revolving Commitment of that such non-Defaulting Lender minus and (2ii) the aggregate outstanding principal amount Outstanding Amount of the Revolving Loans of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all other L/C Obligations (prior to giving effect to such reallocation), plus such Lender’s Pro Rata Share of the Outstanding Amount of all other Swing Line Loans (prior to giving effect to such reallocation). A Lender that Bank. has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (Bi) If such reallocation cannotDefaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or can only partiallySwing Line Loans or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be effectedrequired to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and the Borrower shall within five have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (5iii) Banking Days following notice by each of (x) the Administrative Agent, Cash Collateralize for (y) the benefit L/C Issuer, the Swing Line Lender and any other Lender as to which a delinquent obligation was owed, and (z) in the case of the Issuing Bank only failure to fund any Loan, the Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in their sole discretion, that such Defaulting Lender intends to continue to perform its obligations as a Lender hereunder and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder. No reference in this subsection to an event being “cured” shall by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender for such direct damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s obligations corresponding to the Fronting Exposure of the Issuing Bank with respect to Letters of Credit (after giving effect to any partial reallocation described above) in accordance with the procedures set forth in Section 2.16(h) for so long status as such Fronting Exposure is outstanding. (C) So long as such Bank is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related Fronting Exposure will be 100% covered by the Loan Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by the Borrower in accordance with Section 2.16(h) and/or Section 2.20(a)(iv), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with the above provisions (and such Defaulting Lender shall not participate therein).

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 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. (Bii) If such reallocation cannot, or can only partially, be effected, the Borrower shall (x) within two Banking Days following notice by Administrative Agent, prepay such Fronting Exposure of the Swingline Lender with respect to Swingline Loans and (y) within five (5) Banking Days following notice by the Administrative Agent, Cash Collateralize for the benefit of the Issuing Bank Fronting Banks only the Borrower’s obligations corresponding to the Fronting Exposure of the Issuing Bank Fronting Banks with respect to Letters of Credit (after giving effect to any partial reallocation described above) in accordance with the procedures set forth in Section 2.16(h2.17(i) for so long as such Fronting Exposure is outstanding. (Ciii) So long as such Ratable Loan Bank is a Defaulting Lender, the Issuing Bank Swingline Lender shall not be required to fund any Swingline Loan and the Fronting Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related Fronting Exposure will be 100% covered by the Ratable Loan Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by the Borrower in accordance with Section 2.16(h2.17(i) and/or Section 2.20(a)(iv12.20(d), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with the above provisions (and such Defaulting Lender shall not participate therein).

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. (B) If such reallocation cannot, or can only partially, be effected, the Borrower shall (x) within two Banking Days following notice by the Administrative Agent, prepay such Fronting Exposure of the Swing Lender with respect to Swing Loans and (y) within five (5) Banking Days following notice by the Administrative Agent, Cash Collateralize for the benefit of the Issuing Bank only the Borrower’s obligations corresponding to the Fronting Exposure of the Issuing Bank with respect to Letters of Credit (after giving effect to any partial reallocation described above) in accordance with the procedures set forth in Section 2.16(h) for so long as such Fronting Exposure is outstanding. (C) So long as such Bank is a Defaulting Lender, the Swing Lender shall not be required to fund any Swing Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related Fronting Exposure will be 100% covered by the Loan Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by the Borrower in accordance with Section 2.16(h) and/or Section 2.20(a)(iv), and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with the above provisions (and such Defaulting Lender shall not participate therein).

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. (A) During All or 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 part of that Defaulting Lender; provided, that, (i) each such reallocation ’s participation in Letter of Credit Liabilities shall be given effect only ifreallocated among the Lenders (other than Defaulting Lenders, at the date the applicable Bank becomes a “non-Defaulting Lenders”) in accordance with their respective Pro Rata Shares (calculated without regard to that Defaulting Lender, ’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 7.2 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 (iiy) such reallocation does not cause the aggregate obligation amount of each the Loans and participations in Letter of Credit Liabilities of any non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, lesser of (1) such non-Defaulting Lender’s Commitment and (2) such non-Defaulting Lender’s Pro Rata Share of the Loan Commitment Borrowing Base (calculated without giving effect to any reallocations pursuant to this clause (iv)). Subject to Section 11.13, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that the Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender minus (2) the aggregate outstanding principal amount as a result of the Loans of that Bank. (B) If such reallocation cannot, or can only partially, be effected, the Borrower shall within five (5) Banking Days following notice by the Administrative Agent, Cash Collateralize for the benefit of the Issuing Bank only the Borrower’s obligations corresponding to the Fronting Exposure of the Issuing Bank with respect to Letters of Credit (after giving effect to any partial reallocation described above) in accordance with the procedures set forth in Section 2.16(h) for so long as such Fronting Exposure is outstanding. (C) So long as such Bank is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related Fronting Exposure will be 100% covered by the Loan Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by the Borrower in accordance with Section 2.16(h) and/or Section 2.20(a)(iv), and participating interests in any newly issued or Lxxxxx’s increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with the above provisions (and exposure following such Defaulting Lender shall not participate therein)reallocation.

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. (Bii) If such reallocation cannot, or can only partially, be effected, the Borrower shall (x) within two Banking Days following notice by Administrative Agent, prepay such Fronting Exposure of the SwingSwingline Lender with respect to SwingSwingline Loans and (y) within five (5) Banking Days following notice by the Administrative Agent, Cash Collateralize for the benefit of the Issuing Bank Fronting Banks only the Borrower’s obligations corresponding to the Fronting Exposure of the Issuing Bank Fronting Banks with respect to Letters of Credit (after giving effect to any partial reallocation described above) in accordance with the procedures set forth in Section 2.16(h2.17(i) for so long as such Fronting Exposure is outstanding. (Ciii) So long as such Ratable Loan Bank is a Defaulting Lender, the Issuing Bank SwingSwingline Lender shall not be required to fund any SwingSwingline Loan and the Fronting Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related Fronting Exposure will be 100% covered by the Ratable Loan Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by the Borrower in accordance with Section 2.16(h2.17(i) and/or Section 2.20(a)(iv12.20(d), and participating interests in any newly made SwingSwingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with the above provisions (and such Defaulting Lender shall not participate therein).

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 2.16Credit, the “Pro Rata Share” of each non-non- Defaulting Lender shall be computed without giving effect to the Loan Revolving Credit 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 Revolving Credit Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding principal amount of the Loans Revolving Credit Exposure of that Bank. Subject to Section 12.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Bank having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lxxxxx’s increased exposure following such reallocation. (Bii) If such reallocation cannot, or can only partially, be effected, the Borrower shall within five (5) Banking Business Days following notice by the Administrative Agent, Cash Collateralize for the benefit of the Issuing Bank Fronting Banks only the Borrower’s obligations corresponding to the Fronting Exposure of the Issuing Bank Fronting Banks with respect to Letters of Credit (after giving effect to any partial reallocation described above) in accordance with the procedures set forth in Section 2.16(h2.17(o) for so long as such Fronting Exposure is outstanding. (Ciii) So long as such Revolving Credit Bank is a Defaulting Lender, the Issuing Bank Fronting Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related Fronting Exposure will be 100% covered by the Loan Revolving Credit Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by the Borrower in accordance with Section 2.16(h2.17(o) and/or Section 2.20(a)(iv12.20(d), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with the above provisions (and such Defaulting Lender shall not participate therein).

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. (Bii) If such reallocation cannot, or can only partially, be effected, the Borrower shall (x) within two Banking Days following notice by Administrative Agent, prepay such Fronting Exposure of the Swing Lender with respect to Swing Loans and (y) within five (5) Banking Days following notice by the Administrative Agent, Cash Collateralize for the benefit of the Issuing Bank Fronting Banks only the Borrower’s obligations corresponding to the Fronting Exposure of the Issuing Bank Fronting Banks with respect to Letters of Credit (after giving effect to any partial reallocation described above) in accordance with the procedures set forth in Section 2.16(h2.17(i) for so long as such Fronting Exposure is outstanding. (Ciii) So long as such Ratable Loan Bank is a Defaulting Lender, the Issuing Bank Swing Lender shall not be required to fund any Swing Loan and the Fronting Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related Fronting Exposure will be 100% covered by the Ratable Loan Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by the Borrower in accordance with Section 2.16(h2.17(i) and/or Section 2.20(a)(iv12.20(d), and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with the above provisions (and such Defaulting Lender shall not participate therein).