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

Reallocation of Pro Rata Share to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective pro rata shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate amount of any Non-Defaulting Lender’s share of Revolving Loan Obligations to exceed such Non-Defaulting Lender’s Commitment in respect thereof. 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 Pro Rata Share to Reduce Fronting Exposure. All or During any part of such period in which there is a Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among , for purposes of computing the amount of the obligation of each Non-Defaulting Lenders Lender to acquire, refinance or fund participations in accordance with their respective pro rata shares (calculated without regard Letters of Credit or Swing Line Loans pursuant to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrowers shall have otherwise notified the Administrative Agent at such timeSections 2.03 and 2.04, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate amount Pro Rata Share of any each Non-Defaulting Lender’s share Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Commitment of Revolving Loan Obligations to exceed that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; 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 Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender’s Commitment in respect thereof. No NoSubject to Section 10.23, 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 Pro Rata Share to Reduce Fronting Exposure. All or During any part of such period in which there is a Revolving Lender that is a Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among , for purposes of computing the amount of the obligation of each Non-Defaulting Lenders Lender to acquire, refinance or fund participations in accordance with their respective pro rata shares (calculated without regard Letters of Credit or Swing Line Loans pursuant to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (andsubsections 3.3 and 2.1A(iii), unless the Borrowers shall have otherwise notified the Administrative Agent at such timerespectively, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate amount “Pro Rata Share” of any each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender’s share ; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Potential Event of Revolving Loan Obligations to exceed such Default or 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 Revolving Loan Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Loans of that Lender’s Commitment in respect thereof. No Subject to Section 10.23, 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.