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, for purposes of computing the amount of the obligation of each Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4, the “Pro Rata Share” of each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that 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 Revolving Credit Exposure of such Non-Defaulting Lender. 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 Shares to Reduce Fronting Exposure. During All or any period in which there is a part of such Defaulting Lender, for purposes of computing the amount of the obligation of each Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations ’s participation in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4, the “Pro Rata Share” of each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit L/C Obligations and Swing Line Loans shall not exceed be reallocated among the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus Lenders in accordance with their respective Pro Rata Shares (2calculated without regard to such Defaulting Lender’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, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company 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 Outstanding Amount of the Revolving Credit Exposure Loans of any such Non-Defaulting Lender, plus such Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Commitment. No Subject to 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 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 Shares 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 Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) Lender to acquire, refinance or fund participations Participation Interests in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or 2.2(c) and Section 2.42.7(b), the “Pro Rata Share” of each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that such 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 exists and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations reallocated Participation Interests in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1A) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2B) the Revolving Credit Exposure aggregate outstanding principal amount of such Non-Defaulting LenderXxxxxx’s Loans and Participation Interests (without regard to any such reallocation) in Letters of Credit and Swing Line Loans. No Subject to Section 11.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation.

Reallocation of Pro Rata Shares 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 Lender that is not a non-Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.42.03, the “Pro Rata Share” of each Nonnon-Defaulting Lender shall that is a Lender will be computed without giving effect to the Commitment of that Defaulting Lender; provided that that, (A) each such reallocation will be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists and (B) 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 Revolving Credit Commitment of that Nonnon-Defaulting Lender minus (2) the Revolving Credit Exposure sum of such Non(x) the aggregate Outstanding Amount of the Committed Loans of that non-Defaulting Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from , (y) that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocationPro Rata Share of the then Outstanding Amount of any L/C Obligations and (z) that non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of the Acceptance Usage.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During All or any period in which there is a part of such Defaulting Lender, for purposes of computing the amount of the obligation of each Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations ’s participation in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4, the “Pro Rata Share” of each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit L/C Obligations and Swing Line Loans shall not exceed be reallocated among the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus Lenders in accordance with their respective Pro Rata Shares (2calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 5.02(a) and (b) are satisfied at the time of such reallocation, and (y) such reallocation does not cause, with respect to any Non-Defaulting Lender, the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of such Non-Defaulting Lender, plus such Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Commitment. 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 Shares 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 Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) Lender to acquire, refinance or fund participations Participation Interests in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or 2.2(c) and Section 2.42.7(b), the “Pro Rata Share” of each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that such 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 exists and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations reallocated Participation Interests in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1A) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2B) the Revolving Credit Exposure aggregate outstanding principal amount of such Non-Defaulting Lender’s Loans and Participation Interests (without regard to any such reallocation) in Letters of Credit and Swing Line Loans. No Subject to Section 11.22, 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 Shares to Reduce Fronting Exposure. During any period in which there is a Revolving A Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation of each Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans Advances pursuant to Section 2.3 or Section 2.4Sections 2.20(c) and 2.03(c), the “Pro Rata Share” Share of each Non-Defaulting Lender in respect of the Revolving A Credit Facility shall be computed without giving effect to the Revolving A Credit Commitment of that such Defaulting Lender; provided that the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans Advances shall not exceed the positive difference, if any, of (1A) the Revolving A Credit Commitment of that Non-Defaulting Lender minus (2B) the aggregate outstanding principal amount of the Revolving A Credit Exposure Advances of such Non-Defaulting Lender. No Subject to Section 9.24, 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 Shares 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 Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) Lender to acquire, refinance or fund participations Participation Interests in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or 2.2(c) and Section 2.42.7(b), the “Pro Rata Share” of each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that such 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 exists and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations reallocated Participation Interests in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1A) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2B) the Revolving Credit Exposure aggregate outstanding principal amount of such Non-Defaulting Lender’s Revolving Loans and Participation Interests (without regard to any such reallocation) in Letters of Credit and Swing Line Loans. No Subject to Section 11.22, 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 Shares to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender that is a Revolving Credit Lender, for purposes of computing the amount of the obligation of each non‑Defaulting Revolving Credit Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4Sections 2.03 and 2.04, the “Pro Rata Share” Share of each Non-Defaulting non‑Defaulting Revolving Credit Lender shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided , but only to the extent that such reallocation does not cause the aggregate obligation Outstanding Amount of each Non-Defaulting Lender to acquirethe Revolving Credit Loans of any Lender, refinance or fund participations in Letters plus such Lender’s Pro Rata Share of Credit and the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not to exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the Revolving Credit Exposure of such Nonnon-Defaulting Lender’s Revolving Credit Commitment. No Subject to Section 10.22, 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 Nonnon-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender that is a Revolving Credit Lender, for purposes of computing the amount of the obligation of each Lender that is not a Defaulting Lender (each, a “Nonnon-Defaulting Lender”) Revolving Credit Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4Sections 2.03 and 2.04, the “Pro Rata Share” Share of each Nonnon-Defaulting Revolving Credit Lender shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided , but only to the extent that such reallocation does not cause the aggregate obligation Outstanding Amount of each Non-Defaulting Lender to acquirethe Revolving Credit Loans of any Lender, refinance or fund participations in Letters plus such Lender’s Pro Rata Share of Credit and the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not to exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the Revolving Credit Exposure of such Nonnon-Defaulting Lender’s Revolving Credit Commitment. No Subject to Section 10.22, 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 Nonnon-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During All or any period in which there is a part of such Defaulting Lender, for purposes of computing ’s participation in L/C Obligations and Swing Line Advances shall be reallocated among the amount of the obligation of each Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lenders in accordance with their respective Pro Rata Share (calculated without regard to such Defaulting Lender”’s Commitment) but only to acquirethe extent that (x) the conditions set forth in Sections 8.1 and 8.2 are satisfied at the time of such reallocation (and, refinance or fund unless Borrower shall have otherwise notified the Agent at such time, 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 principal amount of Revolving Loans and participations in Letters of Credit or L/C Obligations and Swing Line Loans pursuant to Section 2.3 or Section 2.4, the “Pro Rata Share” of each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that the aggregate obligation of each any 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 Revolving Credit Exposure of such Non-Defaulting Lender’s Revolving Commitment. No Subject to Section 11.29, 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 Shares to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender that is a Revolving Credit Lender, for purposes of computing the amount of the obligation of each non‑Defaulting Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4Sections 2.03 and 2.04, the “Pro Rata Share” Share of each Non-Defaulting non‑Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; and (ii) the aggregate obligation of each Non-Defaulting 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 non‑Defaulting Lender minus (2) the Revolving Credit Exposure aggregate Outstanding Amount of such Non-Defaulting the Loans of that Lender. No Subject to Section 10.22, 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 Shares to Reduce Fronting Exposure. During All or any period in which there is a part of such Defaulting Lender, for purposes of computing the amount of the obligation of each Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations ’s participation in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4, the “Pro Rata Share” of each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit L/C Obligations and Swing Line Loans shall not exceed be reallocated among the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus Lenders in accordance with their respective Pro Rata Shares (2calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 5.02(a) and (b) are satisfied at the time of such reallocation, and (y) such reallocation does not cause, with respect to any Non-Defaulting Lender, the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of such Non-Defaulting Lender, plus such Non- Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to exceed such Non- Defaulting Lender’s Revolving Commitment. No Subject to Section 11.26, 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-Non- Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During All or any period in which there is a part of such Defaulting Lender, for purposes of computing the amount of the obligation of each Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations ’s participation in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4, the “Pro Rata Share” of each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit L/C Obligations and Swing Line Loans shall not exceed be reallocated among the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus Lenders in accordance with their respective Pro Rata Shares (2calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 5.02(a) and (b) are satisfied at the time of such reallocation, and (y) such reallocation does not cause, with respect to any Non-Defaulting Lender, the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of such Non-Defaulting Lender, plus such Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Commitment. No Subject to Section 11.26, 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 Shares to Reduce Fronting Exposure. During All or any period in which there is a part of that Defaulting Lender’s participation in Letter of Credit Liabilities shall be reallocated among the Lenders (other than Defaulting Lenders, for purposes the “non-Defaulting Lenders”) in accordance with their respective Pro Rata Shares (calculated without regard to that Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 7.2 are satisfied at the time of computing such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, 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 Lender that is not a Credit Liabilities of any non-Defaulting Lender to exceed the lesser of (each, a “Non1) such non-Defaulting Lender”’s Commitment and (2) to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4, the “such non-Defaulting Lender’s Pro Rata Share” Share of each Non-Defaulting Lender shall be computed the Borrowing Base (calculated without giving effect to the Commitment of that Defaulting Lender; provided that the aggregate obligation of each Non-Defaulting Lender any reallocations pursuant to acquirethis clause (iv)). Subject to Section 11.13, 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 Revolving Credit Exposure of such Non-Defaulting Lender. No no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that the Lender having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting LenderLxxxxx’s increased exposure following such reallocation.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender that is a Revolving Credit Lender, for purposes of computing the amount of the obligation of each Lender that is not a Defaulting Lender (each, a “Nonnon-Defaulting Lender”) Revolving Credit Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4Sections 2.03 and 2.04, the “Pro Rata Share” Share of each Nonnon-Defaulting Revolving Credit Lender shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided , but only to the extent that such reallocation does not cause the aggregate obligation Outstanding Amount of each Non-Defaulting Lender to acquirethe Revolving Credit Loans of any Lender, refinance or fund participations in Letters plus such Lender’s Pro Rata Share of Credit and the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not to exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the Revolving Credit Exposure of such Nonnon-Defaulting Lender’s Revolving Credit Commitment. No Subject to Section 10.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Non-Defaulting LenderXxxxxx’s increased exposure following such reallocation.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During All or any period in which there is a part of such Defaulting Lender, for purposes of computing the amount of the obligation of each Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations ’s participation in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4, the “Pro Rata Share” of each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit L/C Obligations and Swing Line Loans shall not exceed be reallocated among the positive difference, if any, of (1) Non-Defaulting Lenders in accordance with their respective Pro Rata Shares with respect to the Revolving Credit Commitment Facility (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied 56718230_5 at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, 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 any Non-Defaulting Lender minus (2) the Lender’s outstanding Revolving Credit Exposure of Loans and its participations in L/C Obligations and Swing Line Loans to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. 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 Shares 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 Lender that is not a non-Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4Loans, the “Pro Rata Share” Share of each Nonnon-Defaulting Lender shall be computed without giving effect to the Revolving Loan Commitment of that Defaulting Lender; provided that provided, that, (a) 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 exists; and (b) 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 Revolving Credit Loan Commitment of that Nonnon-Defaulting Lender minus (2) the Revolving Credit Exposure of such Non-Defaulting Lender. 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 Nonnon-Defaulting Lender’s increased exposure following such reallocationPro Rata Share of the Total Utilization of Revolving Loan Commitments.

Reallocation of Pro Rata Shares 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 Lender that is not a non-Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.19 or Swing Line Loans pursuant to Section 2.3 or Section 2.42.22, the “Pro Rata Share” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Unmatured Default or Default exists; 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 Revolving Credit Commitment of that Nonnon-Defaulting Lender minus (2) the Revolving Credit Exposure aggregate outstanding amount of such Non-Defaulting the Loans of that Lender. No Subject to Section 9.16, 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Pro Rata Shares 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 Lender that is not a non-Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section Sections 2.3 or Section and 2.4, the “Pro Rata Share” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; 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 Revolving Credit Commitment of that Nonnon-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of such Non-Defaulting that Lender. No Subject to Section 11.26, 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 Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Pro Rata Shares 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 Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans Advances pursuant to Section 2.3 or Section 2.4Sections 2.20(c) and 2.03(c), the “Pro Rata Share” Share of each Non-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of that such Defaulting Lender; provided that the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans Advances shall not exceed the positive difference, if any, of (1A) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2B) the aggregate outstanding principal amount of the Revolving Credit Exposure Advances of such Non-Defaulting Lender. No Subject to Section 9.24, 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 Shares 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 Lender that is not a non-Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.19 or Swing Line Loans pursuant to Section 2.3 or Section 2.42.22, the “Pro Rata Share” of each Nonnon-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Unmatured Default or Default exists; 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 Revolving Credit Commitment of that Nonnon-Defaulting Lender minus (2) the Revolving Credit Exposure aggregate outstanding amount of such Non-Defaulting the Loans of that Lender. No Subject to Section 9.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender Xxxxxx having become a Defaulting Lender, including any claim of a Nonnon-Defaulting Lender as a result of such Nonnon-Defaulting LenderXxxxxx’s increased exposure following such reallocation.

Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During any period in which there is a Revolving Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation of each Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans Advances pursuant to Section 2.3 or Section 2.4Sections 2.20(c) and 2.03(c), the “Pro Rata Share” Share of each Non-Defaulting Lender in respect of the Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of that such Defaulting Lender; provided that the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans Advances shall not exceed the positive difference, if any, of (1A) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2B) the aggregate outstanding principal amount of the Revolving Credit Exposure Advances of such Non-Defaulting Lender. No Subject to Section 9.24, 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 Shares 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 Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lender”) to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.3 or Section 2.4Sections 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 provided, that 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 Revolving Credit Exposure of such Non-Defaulting Lender. 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.