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 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 Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, however, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; (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 Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender and (iii) the representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or 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 in each such case such materiality qualifier shall not be applicable to any representation or warranty that is already 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 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 Line Loans pursuant to Sections 2.03 and 2.04Section 3.4, the “Pro Rata Share” L/C Percentage of each non-Defaulting Lender of any such Letter of Credit shall be computed without giving effect to the Revolving Commitment of that such Defaulting Lender; provided, however, provided that, (iA) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Event of Default existshas occurred and is continuing; (iiB) the aggregate obligation obligations 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 Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Lender plus the aggregate amount of that Lender’s L/C Percentage of then outstanding Letters of Credit and (iiiC) the representations and warranties conditions set forth in Section 5.2 are satisfied at the time of such reallocation (and, unless the Borrower and each other Loan Party contained in Article VI or any other Loan Documentshall have otherwise notified the Administrative Agent at such time, or which are contained in any document furnished at any time under or in connection herewith or therewith, the Borrower shall be true deemed to have represented and correct in all respects on and warranted that such conditions are satisfied at such time). 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 of the date a result of such Credit Extension, except to the extent that non-Defaulting Lender’s increased exposure following 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 in each such case such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereofreallocation.

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 obligation, if any, of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04Section 2.13, the “Pro Rata Share” of each non-non- Defaulting Lender shall be computed without giving effect to the Commitment maximum aggregate amount of the obligation to participate in Letters of Credit of that Defaulting Lender; provided, however, 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 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 Loans Letter of Credit Exposure of that Lender and (iii) the representations and warranties Lender, provided further, that no Letter of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Credit Exposure 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 in each such case such materiality qualifier shall not be applicable allocated to any representation or warranty Lender that is already qualified or modified by materiality in the text thereofnot 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 obligation, if any, of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04Section 2.13, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Commitment maximum aggregate amount of the obligation to make Advances and participate in Letters of Credit of that Defaulting Lender; provided, however, 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 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 Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Loans Advances of that Lender and (iii) the representations and warranties Lender; provided further, that no Letter of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Credit Exposure 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 in each such case such materiality qualifier shall not be applicable allocated to any representation or warranty Lender that is already qualified or modified by materiality in the text thereofnot 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 obligation, if any, of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04Section 2.13, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Commitment maximum aggregate amount of the obligation to participate in Letters of Credit of that Defaulting Lender; provided, however, 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 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-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Loans Letter of Credit Exposure of that Lender and (iii) the representations and warranties Lender, provided further, that no Letter of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Credit Exposure 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 in each such case such materiality qualifier shall not be applicable allocated to any representation or warranty Lender that is already qualified or modified by materiality in the text thereofnot an LC Lender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. 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 Line Loans pursuant to Sections 2.03 and 2.04Section 3.4, the “Pro Rata Share” L/C Percentage of each non-Defaulting Lender of any such Letter of Credit, shall be computed without giving effect to the Revolving Commitment of that such Defaulting Lender; provided, however, provided that, (iA) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Event of Default existshas occurred and is continuing; (iiB) the aggregate obligation obligations 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 Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Lender plus the aggregate amount of that Lender’s L/C Percentage of then outstanding Letters of Credit, and (iiiCB) the representations and warranties conditions set forth in Section 5.2 are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified the Administrative Agent at such time, Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true deemed to have represented and correct in all respects on and warranted that such conditions are satisfied at such time). Subject to Section 10.21, 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 of the date a result of such Credit Extension, except to the extent that non-Defaulting Lender’s increased exposure following 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 in each such case such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereofreallocation.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. 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 Line Loans pursuant to Sections 2.03 and 2.04Section 3.4, the “Pro Rata Share” L/C Percentage of each non-Defaulting Lender of any such Letter of Credit shall be computed without giving effect to the Revolving Commitment of that such Defaulting Lender; provided, however, that, that (iA) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Event of Default existshas occurred and is continuing; (iiB) the aggregate obligation obligations 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 Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Lender plus the aggregate amount of that Lender’s L/C Percentage of then outstanding Letters of Credit and (iiiC) the representations and warranties conditions set forth in Section 5.3 are satisfied at the time of such reallocation (and, unless the Borrower and each other Loan Party contained in Article VI or any other Loan Documentshall have otherwise notified the Administrative Agent at such time, or which are contained in any document furnished at any time under or in connection herewith or therewith, the Borrower shall be true deemed to have represented and correct in all respects on and warranted that such conditions are satisfied at such time). 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 of the date a result of such Credit Extension, except to the extent that non-Defaulting Lender’s increased exposure following 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 in each such case such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereofreallocation.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. 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 Line Loans pursuant to Sections 2.03 and 2.04Section 3.4, the “Pro Rata Share” L/C Percentage of each non-Defaulting Lender of any such Letter of Credit, shall be computed without giving effect to the Revolving Commitment of that such Defaulting Lender; provided, however, provided that, (iA) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Event of Default existshas occurred and is continuing; (iiB) the aggregate obligation obligations 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 Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Lender plus the aggregate amount of that Lender’s L/C Percentage of then outstanding Letters of Credit, and (iiiC) the representations and warranties conditions set forth in Section 5.2 are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified the Administrative Agent at such time, Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true deemed to have represented and correct in all respects on and warranted that such conditions are satisfied at such time). Subject to Section 10.21, 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 of the date a result of such Credit Extension, except to the extent that non-Defaulting Lender’s increased exposure following 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 in each such case such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof.reallocation. ​