Common use of Reallocation and Cash Collateralization of Defaulting Participant Exposure Clause in Contracts

Reallocation and Cash Collateralization of Defaulting Participant Exposure. (a) If a Participant becomes, and during the period it remains, a Defaulting Participant, the following provisions shall apply, notwithstanding anything to the contrary in this Agreement; provided that neither any such reallocation nor any payment by a Non-Defaulting Participant pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Servicer, the Sponsor or any other Participant may have against such Defaulting Participant or cause such Defaulting Participant to be a Non-Defaulting Participant: (1) the Participant’s Interest of such Defaulting Participant in the unfunded portion of outstanding Loan Commitments will, subject to the limitation in the proviso below, automatically be reallocated (effective no later than one (1) Business Day after the Servicer has actual knowledge that such Participant has become a Defaulting Participant) among the Non-Defaulting Participants pro rata in accordance with their respective Participant’s Interest (calculated as if the Defaulting Participant’s Participant’s Interest was reduced to zero and each Non-Defaulting Participant’s Participant’s Interest had been increased proportionately); provided that each Non-Defaulting Participant’s total Participant’s Interest may not in any event exceed the Participating Commitment of such Non-Defaulting Participant as in effect at the time of such reallocation; and (2) to the extent that any portion (the “unreallocated portion”) of the Participant’s Interest of such Defaulting Participant in the unfunded portion of outstanding Loan Commitments cannot be reallocated pursuant to clause (1) for any reason, the Sponsor will, not later than two (2) Business Days after demand by the Servicer, (a) Cash Collateralize the obligations of Defaulting Participant to the Servicer in respect of such unfunded portion of outstanding Loan Commitments in full or (b) make other arrangements satisfactory to the Servicer to protect them against the risk of non-payment by such Defaulting Participant. (b) If the Sponsor and the Servicer agree in writing in their discretion that any Defaulting Participant has ceased to be a Defaulting Participant, the Servicer will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, the Participant’s Interest of the other Participants shall be readjusted to reflect the inclusion of such Participant’s Participating Commitment, and such Participant will purchase at par such portion of the Participant’s Interest of such other Participants in Loans outstanding under Loan Commitments and/or make such other adjustments as the Servicer may determine to be necessary to cause all Funded Participations in all outstanding Loans of the Participants to be on a pro rata basis in accordance with their respective Participant’s Interests, whereupon such Participant will cease to be a Defaulting Participant and will be a Non-Defaulting Participant (and such Funded Participation of each Participant will automatically be adjusted on a prospective basis to reflect the foregoing). If any cash collateral has been posted, the Servicer will promptly return such cash collateral to the Sponsor; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Sponsor while such Participant was a Defaulting Participant; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Participant to Non-Defaulting Participant will constitute a waiver or release of any claim of any party hereunder arising from such Participant’s having been a Defaulting Participant

Reallocation and Cash Collateralization of Defaulting Participant Exposure. (a) If a Participant becomes, and during the period it remains, a Defaulting Participant, the following provisions shall apply, notwithstanding anything to the contrary in this Agreement; Agreement provided that neither any such reallocation nor any payment by a Non-Defaulting Participant pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Servicer, the Sponsor or any other Participant may have against such Defaulting Participant or cause such Defaulting Participant to be a Non-Defaulting Participant: (1) the Participant’s Interest of such Defaulting Participant in the unfunded portion of outstanding Loan Commitments will, subject to the limitation in the proviso below, automatically be reallocated (effective no later than one (1) Business Day after the Servicer has actual knowledge that such Participant has become a Defaulting Participant) among the Non-Defaulting Participants pro rata in accordance with their respective Participant’s Interest (calculated as if the Defaulting Participant’s Participant’s Interest was reduced to zero and each Non-Defaulting Participant’s Participant’s Interest had been increased proportionately); provided that each Non-Defaulting Participant’s total Participant’s Interest may not in any event exceed the Participating Commitment of such Non-Defaulting Participant as in effect at the time of such reallocation; and (2) to the extent that any portion (the “unreallocated portion”) of the Participant’s Interest of such Defaulting Participant in the unfunded portion of outstanding Loan Commitments cannot be reallocated pursuant to clause (1) for any reason, the Sponsor will, not later than two (2) Business Days after demand by the Servicer, (a) Cash Collateralize the obligations of Defaulting Participant to the Servicer in respect of such unfunded portion of outstanding Loan Commitments in full or (b) make other arrangements satisfactory to the Servicer to protect them against the risk of non-payment by such Defaulting Participant. (b) If the Sponsor and the Servicer agree in writing in their discretion that any Defaulting Participant has ceased to be a Defaulting Participant, the Servicer will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, the Participant’s Interest of the other Participants shall be readjusted to reflect the inclusion of such Participant’s Participating Participant Commitment, and such Participant will purchase at par such portion of the Participant’s Interest of such other Participants in Loans outstanding under Loan Commitments and/or make such other adjustments as the Servicer may determine to be necessary to cause all Funded Participations Participants in all outstanding Loans of the Participants to be on a pro rata basis in accordance with their respective Participant’s Interests, whereupon such Participant will cease to be a Defaulting Participant and will be a Non-Defaulting Participant (and such Funded Participation Participant of each Participant will automatically be adjusted on a prospective basis to reflect the foregoing). If any cash collateral has been posted, the Servicer will promptly return such cash collateral to the Sponsor; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Sponsor while such Participant was a Defaulting Participant; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Participant to Non-Defaulting Participant will constitute a waiver or release of any claim of any party hereunder arising from such Participant’s having been a Defaulting Participant

Reallocation and Cash Collateralization of Defaulting Participant Exposure. (a) If a Participant becomes, and during the period it remains, a Defaulting Participant, the following provisions shall apply, notwithstanding anything to the contrary in this Agreement; provided that neither any such reallocation nor any payment by a Non-Defaulting Participant pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Servicer, the Sponsor or any other Participant may have against such Defaulting Participant or cause such Defaulting Participant to be a Non-Defaulting Participant: (1) the Participant’s Interest of such Defaulting Participant in the unfunded portion of outstanding Loan Commitments will, subject to the limitation in the first proviso below, automatically be reallocated (effective no later than one (1) Business Day after on the Servicer has actual knowledge that day such Participant has become becomes a Defaulting Participant) among the Non-Defaulting Participants pro rata in accordance with their respective Participant’s Interest (calculated as if the Defaulting Participant’s Participant’s Interest was reduced to zero and each Non-Defaulting Participant’s Participant’s Interest had been increased proportionately); provided that (a) each Non-Defaulting Participant’s total Participant’s Interest may not in any event exceed the Participating Commitment of such Non-Defaulting Participant as in effect at the time of such reallocationreallocation and (b) neither such reallocation nor any payment by a Non-Defaulting Participant pursuant thereto will constitute a waiver or release of any claim the Servicer or the Sponsor may have against such Defaulting Participant or cause such Defaulting Participant to be a Non-Defaulting Participant; and (2) to the extent that any portion (the “unreallocated portion”) of the Participant’s Interest of such Defaulting Participant in the unfunded portion of outstanding Loan Commitments cannot be reallocated pursuant to clause (1) for any reason, the Sponsor will, not later than two (2) Business Days after demand by the Servicer, (a) Cash Collateralize the obligations of Defaulting Participant to the Servicer in respect of such unfunded portion of outstanding Loan Commitments in full or (b) make other arrangements satisfactory to the Servicer to protect them against the risk of non-payment by such Defaulting Participant. (b) If the Sponsor and the Servicer agree in writing in their discretion that any Defaulting Participant has ceased to be a Defaulting Participant, the Servicer will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, the Participant’s Interest of the other Participants shall be readjusted to reflect the inclusion of such Participant’s Participating Participant Commitment, and such Participant will purchase at par such portion of the Participant’s Interest of such other Participants in Loans outstanding under Loan Commitments and/or make such other adjustments as the Servicer may determine to be necessary to cause all Funded Participations Participants in all outstanding Loans of the Participants to be on a pro rata basis in accordance with their respective Participant’s Interests, whereupon such Participant will cease to be a Defaulting Participant and will be a Non-Defaulting Participant (and such Funded Participation Participant of each Participant will automatically be adjusted on a prospective basis to reflect the foregoing). If any cash collateral has been postedposted or other arrangement made pursuant to Section 2.17(a)(2), the Servicer will promptly return such cash collateral to the SponsorSponsor or unwind such arrangement; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Sponsor while such Participant was a Defaulting Participant; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Participant to Non-Defaulting Participant will constitute a waiver or release of any claim of any party hereunder arising from such Participant’s having been a Defaulting Participant.