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

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation, if any, of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.13, the “Pro Rata Share” of each non- Defaulting Lender shall be computed without giving effect to the maximum aggregate amount of the obligation to participate in Letters of Credit of that Defaulting Lender; provided, that (i) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Default exists or (B) if a Default then exists, on a subsequent day that no Default exists; 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 maximum aggregate amount of the Letter of Credit Commitment of that non- Defaulting Lender minus (2) the aggregate outstanding amount of the Letter of Credit Exposure of that Lender, provided further, that no Letter of Credit Exposure shall be allocated to any Lender that is not an LC Lender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation, if any, obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.13Sections 2.03 and 2.04, the “Pro Rata Share” of each non- Non-Defaulting Lender Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the maximum aggregate amount of the obligation to participate in Letters of Credit Commitment of that Defaulting Lender; provided, provided that (i) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Default exists or the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (B) if a Default then existsand, on a subsequent day unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that no Default existssuch conditions are satisfied at such time); and (ii) the aggregate obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the maximum aggregate amount of the Letter of Credit Commitment of that non- Non-Defaulting Lender minus (2) the aggregate outstanding amount Outstanding Amount of the Letter of Credit Exposure Loans of that Lender, provided further, that no Letter of Credit Exposure shall be allocated to any Lender that is not an LC Lender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation, if any, obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.13Sections 2.03 and 2.04, the “Pro Rata Share” of each non- non-Defaulting Lender shall be computed without giving effect to the maximum aggregate amount of the obligation to participate in Letters of Credit Commitment of that Defaulting Lender; provided, that however, that, (i) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Default exists or (B) if a Default then exists, on a subsequent day that no Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the maximum aggregate amount of the Letter of Credit Commitment of that non- non-Defaulting Lender minus (2) the aggregate outstanding amount Outstanding Amount of the Letter of Credit Exposure Loans of that LenderLender and (iii) the representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, provided furtheror which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; provided, however, that no Letter of Credit Exposure in each such case such materiality qualifier shall not be allocated applicable to any Lender representation or warranty that is not an LC Lenderalready qualified or modified by materiality in the text thereof.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation, if any, obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.13, 3.4 the “Pro Rata Share” pro rata share of each non- non-Defaulting Lender of any such Letter of Credit shall be computed without giving effect to the maximum aggregate amount Revolving Commitment of the obligation to participate in Letters of Credit of that such Defaulting Lender; provided, that that, (iA) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Event of Default exists or (B) if a Default then exists, on a subsequent day that no Default existshas occurred and is continuing; and (iiB) 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 maximum aggregate amount of the Letter of Credit Revolving Commitment of that non- non-Defaulting Lender minus (2) the aggregate outstanding amount of the Letter Revolving Loans of Credit Exposure that Lender plus the aggregate amount of that Lender, provided further, that no Letter ’s Revolving Percentage of Credit Exposure shall be allocated to any Lender that is not an LC Lenderthen outstanding Letters of Credit.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation, if any, obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.133.4 or in Swingline Loans pursuant to Section 2.4(c), the “Pro Rata Share” L/C Percentage of each non- non-Defaulting Lender of any such Letter of Credit and the Revolving Percentage of each non-Defaulting Lender of any such Swingline Loan, as the case may be, shall be computed without giving effect to the maximum aggregate amount Revolving Commitment of the obligation to participate in Letters of Credit of that such Defaulting Lender; providedprovided that, that (iA) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Event of Default exists or has occurred and is continuing; and (B) if a Default then exists, on a subsequent day that no Default exists; and (ii) the aggregate obligation obligations 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 maximum aggregate amount of the Letter of Credit Revolving Commitment of that non- non-Defaulting Lender minus (2) the aggregate outstanding amount of the Letter Revolving Loans of Credit Exposure that Lender plus the aggregate amount of that Lender, provided further, that no Letter ’s L/C Percentage of Credit Exposure shall be allocated to any Lender that is not an LC Lenderthen outstanding Letters of Credit.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation, if any, obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.13, 3.03 or in Swingline Loans pursuant to Section 2.7(c) the “Pro Rata Share” pro rata share of each non- non-Defaulting Lender of any such Letter of Credit or Swingline Loan shall be computed without giving effect to the maximum aggregate amount Revolving Commitment of the obligation to participate in Letters of Credit of that such Defaulting Lender; provided, that that, (iA) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Event of Default exists or (B) if a Default then exists, on a subsequent day that no Default existshas occurred and is continuing; and (iiB) 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 maximum aggregate amount of the Letter of Credit Revolving Commitment of that non- non-Defaulting Lender minus (2) the aggregate outstanding amount of the Letter Revolving Loans of Credit Exposure that Lender plus the aggregate amount of that Lender, provided further, that no Letter ’s Revolving Percentage of then outstanding Letters of Credit Exposure shall be allocated to any Lender that is not an LC Lender.and Swingline Loans

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation, if any, obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.13Sections 2.03 and 2.04, the “Pro Rata Share” Share of each non- Non-Defaulting Lender Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the maximum aggregate amount of the obligation to participate in Letters of Credit Commitment of that Defaulting Lender; provided, provided that (i) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Default exists or (B) if a Event of Default then exists, on a subsequent day that no Default existshas occurred and is continuing; and (ii) the aggregate obligation of each non-Non- LEGAL02/43062751v1 Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the maximum aggregate amount of the Letter of Revolving Credit Commitment of that non- Non-Defaulting Lender minus (2) the aggregate outstanding amount Outstanding Amount of the Letter of Credit Exposure Loans of that Lender. Subject to Section 10.23, provided furtherno reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, that no Letter including any claim of Credit Exposure shall be allocated to any a Non-Defaulting Lender that is not an LC Lenderas a result of such Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation, if any, of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.13, the “Pro Rata Share” of each non- non-Defaulting Lender shall be computed without giving effect to the maximum aggregate amount of the obligation to participate in Letters of Credit of that Defaulting Lender; provided, that (i) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Default exists or (B) if a Default then exists, on a subsequent day that no Default exists; 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 maximum aggregate amount of the Letter of Credit Commitment of that non- non-Defaulting Lender minus (2) the aggregate outstanding amount of the Letter of Credit Exposure of that Lender, provided further, that no Letter of Credit Exposure shall be allocated to any Lender that is not an LC Lender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation, if any, of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.13, the “Pro Rata Share” of each non- non-Defaulting Lender shall be computed without giving effect to the maximum aggregate amount of the obligation to make Advances and participate in Letters of Credit of that Defaulting Lender; provided, that (i) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Default exists or (B) if a Default then exists, on a subsequent day that no Default exists; 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 maximum aggregate amount of the Letter of Credit Commitment of that non- non-Defaulting Lender minus (2) the aggregate outstanding amount of the Letter of Credit Exposure Advances of that Lender, ; provided further, that no Letter of Credit Exposure shall be allocated to any Lender that is not an LC Lender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, the Fronting Exposure shall be reallocated among the non-Defaulting Lenders in accordance with the Pro Rata Shares (computed without giving effect to the Commitment of that Defaulting Lender), and for purposes of computing the amount of the obligation, if any, obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section Sections 2.10 and 2.13, the “Pro Rata Share” of each non- non-Defaulting Lender shall be computed without giving effect to the maximum aggregate amount of the obligation to participate in Letters of Credit Commitment of that Defaulting Lender; provided, that that, (i) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Default exists or (B) if a Default then exists, on a subsequent day that no Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the maximum aggregate amount of the Letter of Credit Commitment of that non- non-Defaulting Lender minus (2) the aggregate outstanding principal amount of the Letter of Credit Exposure of that Lender, provided further, that no Letter of Credit Exposure shall be allocated Loans owed to any Lender that is not an LC such non-Defaulting Lender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation, if any, obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.133.4 or in Swingline Loans pursuant to Section 2.4(c), the “Pro Rata Share” L/C Percentage of each non- non-Defaulting Lender of any such Letter of Credit and the Revolving Percentage of each non-Defaulting Lender of any such Swingline Loan, as the case may be, shall be computed without giving effect to the maximum aggregate amount Revolving Commitment of the obligation to participate in Letters of Credit of that such Defaulting Lender; provided, provided that (iA) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Event of Default exists or has occurred and is continuing; and (B) if a Default then exists, on a subsequent day that no Default exists; and (ii) the aggregate obligation obligations 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 maximum aggregate amount of the Letter of Credit Revolving Commitment of that non- non-Defaulting Lender minus (2) the aggregate outstanding amount of the Letter Revolving Loans of Credit Exposure that Lender plus the aggregate amount of that Lender, provided further, that no Letter ’s L/C Percentage of Credit Exposure shall be allocated to any Lender that is not an LC Lenderthen outstanding Letters of Credit.