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

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. 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 2.03 and 2.04, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, in all cases, the 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, between (i) the Revolving Commitment of such non-Defaulting Lender and (ii) the aggregate 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 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 (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing 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 required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (x) the Administrative Agent, (y) the 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 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 status as a Defaulting Lender.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During All or 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 part of such Defaulting Lender, then upon the request of the ’s participation in 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 Obligations and Swing Line Loans pursuant to Sections 2.03 and 2.04, shall be reallocated among the “Non-Defaulting Lenders in accordance with their respective Pro Rata Share” of each non-Defaulting Lender shall be computed Shares (calculated without giving effect regard to the Commitment of such Defaulting Lender; provided’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied or waived at the time of such reallocation (and, that, in all casesunless the Company shall have otherwise notified the Administrative Agent at such time, the obligation of each non-Defaulting Lender Company shall be deemed to acquirehave represented and warranted that such conditions are satisfied at such time), 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, between (i) the Revolving Commitment of such non-Defaulting Lender and (iiy) such reallocation does not cause the aggregate Outstanding Amount of the Revolving Loans of any such Non-Defaulting Lender, plus such Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all other L/C Obligations (prior to giving effect to such reallocation)Obligations, plus such Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all other Swing Line Loans (prior to giving effect exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to such reallocation). A Section 11.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that has Xxxxxx having become a Defaulting Lender because Lender, including any claim of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Non-Defaulting Lender as a result of such event when (i) Non-Defaulting Xxxxxx’s increased exposure following such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing 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 required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (x) the Administrative Agent, (y) the 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 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 status as a Defaulting Lenderreallocation.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During All or 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 part of such Defaulting Lender, then upon the request of the ’s participation in 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 Obligations and Swing Line Loans pursuant to Sections 2.03 and 2.04, shall be reallocated among the “Non-Defaulting Lenders in accordance with their respective Pro Rata Share” of each non-Defaulting Lender shall be computed Shares (calculated without giving effect regard to the Commitment of such Defaulting Lender; provided’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied or waived at the time of such reallocation (and, that, in all casesunless the Company shall have otherwise notified the Administrative Agent at such time, the obligation of each non-Defaulting Lender Company shall be deemed to acquirehave represented and warranted that such conditions are satisfied at such time), 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, between (i) the Revolving Commitment of such non-Defaulting Lender and (iiy) such reallocation does not cause the aggregate Outstanding Amount of the Revolving Loans of any such Non-Defaulting Lender, plus such Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all other L/C Obligations (prior to giving effect to such reallocation)Obligations, plus such Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all other Swing Line Loans (prior to giving effect exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to such reallocation). A Section 11.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that has Xxxxxx having become a Defaulting Lender because Lender, including any claim of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Non-Defaulting Lender as a result of such event when Non-Defaulting Xxxxxx’s increased exposure following such reallocation. (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing 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 required to any Person as otherwise provided in this Agreementc), (ii) the Administrative Agent and the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (x) the Administrative Agent, (y) the 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 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 status as a Defaulting Lender.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During All or any period part of that Defaulting Lender’s participation in which there is a Letter of Credit Liabilities shall be reallocated among the Lenders (other than Defaulting Lender as Lenders, the “non-Defaulting Lenders”) in accordance with their respective Pro Rata Shares (calculated without regard to which that Defaulting Lender’s Commitment) but only to the L/C Issuer or Swing Line Lender extent that (as applicablex) has not received cash collateral or other credit support acceptable to it the conditions set forth in respect of Section 7.2 are satisfied at the related participation and funding obligations time of such Defaulting Lenderreallocation (and, then upon unless the request of the L/C Issuer or Swing Line Lender (as applicable) to Borrower shall have otherwise notified the Administrative AgentAgent at such time, for purposes of computing the Borrower 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 the obligation Loans and participations in Letter of each Credit Liabilities of any 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 such Defaulting Lender; provided, that, in all cases, the 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, between lesser of (i1) the Revolving Commitment of such non-Defaulting Lender Lender’s Commitment and (ii2) the aggregate Outstanding Amount of the Revolving Loans of such Lender, plus such non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all other L/C Obligations Borrowing Base (prior to calculated without giving effect to such reallocationany reallocations pursuant to this clause (iv), 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 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 has the Lender having become a Defaulting Lender because Lender, including any claim of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a non-Defaulting Lender as a result of such event when (i) non-Defaulting Xxxxxx’s increased exposure following such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing 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 required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (x) the Administrative Agent, (y) the 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 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 status as a Defaulting Lenderreallocation.