Common use of Affected Lenders Clause in Contracts

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of such Affected Lender pursuant to Section 2.04(a); (b) the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply.

Affected Lenders. Notwithstanding If (a) a Lender requests compensation pursuant to Section 3.10 or 5.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of any provision Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 5.1(c) or 5.3 but the obligation of this Agreement the Requisite Lenders shall not have been suspended under such Sections, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the contrary, if any Lender becomes an Affected Lender, then plus (y) the following provisions shall apply for so long as such aggregate amount of payments previously made by the Affected Lender is an under Section 2.4(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender: (a) fees , or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall cease to accrue on reasonably cooperate in effectuating the Unused Commitment replacement of such Affected Lender pursuant to Section 2.04(a); (b) under this Section, but at no time shall the Revolving Credit Commitment and Advances of Administrative Agent, such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all any other Lender or any part Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of the Available Amount of all such Letters of Credit and Swingline Exposure its rights under this Section shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding sole cost and expense and at no cost or expense to such the Administrative Agent, the Affected Lender’s Ratable Share Lender or any of the Available Amount other Lenders. The terms of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then shall not in any way limit the fees payable Borrower’s obligation to the Lenders pursuant pay to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees compensation owing to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank this Agreement (including, without limitation, pursuant to Section 2.04(b)(iiSections 3.10, 5.1 or 5.4) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) up to the extent the Agent receives any payments or other amounts for the account date of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyreplacement.

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of such Affected Lender pursuant to Section 2.04(a); (b) the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply.

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees If any Lender notifies the Company and the Administrative Agent in writing that it has determined in good faith that any Alternative Currency approved by the Administrative Agent after the Closing Date is not available to such Lender in sufficient amounts to fund any Loan requested to be funded by such Lender in such Alternative Currency as part of a requested Borrowing (or to fund any participating interest in any Swingline Loan or Letter of Credit denominated in such Alternative Currency), after using commercially reasonable efforts to obtain sufficient amounts of such currency, then such Lender shall cease to accrue fund its share of the requested Loan (or participating interests) in Dollars (based on the Unused Commitment Exchange Rate in effect on the date of funding) with any such Affected Lender Loan being a Eurocurrency Loan with an Interest Period equal to the Interest Period for the requested Borrowing, in each case under this paragraph (a) pursuant to Section 2.04(a);procedures to be agreed upon by the Company and the Administrative Agent. (b) If any Lender notifies the Revolving Credit Commitment Company and Advances the Administrative Agent in writing that it has determined in good faith that the extension of credit by such Affected Lender to a Foreign Subsidiary Borrower designated after the Closing Date would result in adverse tax or legal consequences to such Lender (unless (1) such consequences can be avoided by a change in lending office in a manner consistent with the provisions of Section 2.18 or (2) such consequences involve only the payment of money (other than a fine or penalty), in which case such Foreign Subsidiary Borrower shall be deemed acceptable to such Lender if the Company agrees to pay such Lender such amounts as such Lender determines in good faith are necessary to compensate such Lender for such consequences) then (i) instead of making Loans to such Foreign Subsidiary Borrower such Lender shall instead make its share of the requested Borrowing as a Loan to the Company, (ii) any Letters of Credit issued jointly for the account of the Company and such Foreign Subsidiary Borrower shall, with respect to such Lender only, be deemed to be issued solely for the account of the Company and (iii) participating interests in Swingline Loans made to such Foreign Subsidiary Borrower shall be deemed held by Lenders which are not be included Affected Lenders with respect to such Foreign Subsidiary Borrower (rather than by all Lenders), in determining whether the Required Lenders have taken or may take any action hereunder each case under this paragraph (including any consent to any amendment or waiver b) pursuant to Section 8.01), other than any waiver, amendment or modification requiring procedures to be agreed upon by the consent of all Lenders or of each Lender affected;Company and the Administrative Agent. (c) if (xAs used herein “Affected Lender” means any Lender described in Section 1.5(a) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(ib)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply.

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: If (a) fees shall cease to accrue on the Unused Commitment of such Affected a Lender requests compensation pursuant to Section 2.04(a); 3.10 or 4.01, (b) the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.03, (c) any Lender does not approve any amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 12.07 at any time that the consent of the Requisite Lenders has been obtained to such amendment, modification, termination, waiver or consent, (d) any Lender has become a Defaulting Lender or (e) any Lender is subject to an Insolvency Event, then, the Borrowers may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Revolving Credit Commitment to an Eligible Assignee subject to and Advances in accordance with the provisions of Section 12.06(b) for a purchase price equal to (without duplication) (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.02(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid Fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender shall and Eligible Assignee; provided that the Borrowers may not be included in determining whether make such demand with respect to any such Lender that is also an Issuing Bank (unless such Issuing Bank is a Defaulting Lender) unless, prior to the Required Lenders have taken or may take any action hereunder effectiveness of the demanded assignment, arrangements reasonably satisfactory to such Issuing Bank (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter the furnishing of Credit a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such Issuing Bank or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of Cash Collateralizing the Available Stated Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares held by such Issuing Bank (disregarding any Affected Lender’s Revolving or such outstanding Letter of Credit Commitmenthas been cancelled)) but only to the extent that have been made with respect to each non-outstanding Letter of Credit issued by such Issuing Bank (or such outstanding Letter of Credit has been cancelled). Each of the Administrative Agent (to the extent reasonably requested therefor) and the Affected Lender shall cooperate in effectuating the sum replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to find an Eligible Assignee. The terms of this Section shall not in any way limit the Borrowers’ obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (Aincluding pursuant to Section 3.10 or 4.01) with respect to any period up to the aggregate principal amount date of all Revolving Advances made replacement. Each Lender agrees that if the Borrowers exercise their option hereunder to cause an assignment by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-an Affected Lender’s Ratable Share (, such Lender shall, promptly after giving effect receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 12.06. In the reallocation contemplated in this Section 2.19(c)(i)) event that a Lender does not comply with the requirements of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall immediately preceding sentence within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreementnotice, such Affected Lender shall be deemed to have requested that the Agent use approved such payment or other amount to fulfill assignment, and such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders deemed approval shall be readjusted to reflect the inclusion effective for purposes of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender documenting an assignment pursuant to Section 2.20, 12.06 without any action by any other party hereto (including the Ratable Shares of Administrative Agent) and the Lenders will be readjusted to reflect Administrative Agent shall record the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applysame.

Affected Lenders. Notwithstanding If any provision Lender or L/C Issuer (i) does not consent to a proposed Loan Modification requested by the Borrower, which proposed Loan Modification is approved by at least the Requisite Lenders or the Requisite Revolving Lenders (with respect to the Revolving Loans or Letter of Credits), as applicable, (ii) is a Defaulting Lender, (iii) demands any payment under Section 2.13 hereof, or (iv) is the cause of the Borrower having to pay any additional amount to such Lender (including, for the avoidance of doubt, on account of its participants) or any Governmental Authority pursuant to Section 2.12 hereof (each relevant Lender or L/C Issuer in clauses (i) through (iv) being an “Affected Lender”), then the Borrower, upon at least three (3) Business Days’ notice to such Lender, may (A) permanently replace the Affected Lender with one or more substitute Lenders or L/C Issuers (each, a “Replacement Lender”) by requiring such Affected Lender to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to the contrary, applicable Replacement Lender or (B) terminating the Commitments (if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (aany) fees shall cease to accrue on the Unused Commitment of such Affected Lender pursuant and (1) in the case of a Lender, repaying all Obligations due and owing to Section 2.04(a); (b) the Revolving Credit Commitment and Advances such Lender as of such Affected Lender shall not be included termination date and (2) in determining whether the Required Lenders have taken case of an L/C Issuer, repaying all Obligations to such L/C Issuer as of such termination date and canceling or may take backstopping on terms reasonably satisfactory to such L/C Issuer any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among issued by it; provided that in the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding case of any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, replacement or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation repayment pursuant to clause (iB) above, such replacement, termination and/or repayment shall be sufficient (together with all other consenting Lenders and terminated Lenders after giving effect hereto) (to cause the “adoption of the proposed Loan Modification. In the event that any Lender or L/C Issuer is an Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be a result of any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c)its participants, then the fees payable Borrower may at its election exercise its rights under this Section 10.9(f) solely with respect to the Lenders pursuant portion of such Affected Xxxxxx’s Loans and Commitments held by such participant. Prior to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with the effective date of any such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated replacement pursuant to clause (iA) above and if of the Borrower fails to Cash Collateralize any portion of such immediately preceding sentence, the Affected Lender Share pursuant and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be being repaid, at par, together with any prepayment premium payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or 2.3(g), its share of the applicable Issuing Bank pursuant to Section 2.04(b)(ii) outstanding Obligations (solely with respect to any fronting fee) with respect to such Affected Lender’s including an assumption of its Pro Rata Share of the Letter of Credit Obligations). If the Affected Lender Share during the period shall refuse or fail to execute and deliver any such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) Assignment and Acceptance Agreement prior to the extent effective date of such replacement, the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that executed and delivered such Assignment and Acceptance Agreement. Other than as set forth above, the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or replacement of any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances made in accordance with its Ratable Sharethe terms of Section 10.1. In addition, at Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Affected Lender is replaced by another Lender pursuant to Section 2.20hereunder and under the other Loan Documents, the Ratable Shares Affected Lender shall remain obligated to make its Pro Rata Share of Loans and, to the Lenders will be readjusted extent applicable, purchase a participation in each Letter of Credit in an amount equal to reflect its Pro Rata Share (based on the inclusion Revolving Loan Commitments) of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyLetter of Credit.

Affected Lenders. Notwithstanding If (a) a Lender requests compensation pursuant to Section 3.12 or 4.1, and the Requisite Lenders are not also doing the same, (b) the obligation of any provision Lender to make LIBOR Rate Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Rate Loans shall be suspended pursuant to Section 4.1(b) or 4.3 but the obligation of this Agreement the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender becomes a Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower, within thirty (30) days of such request for compensation or suspension, as applicable, may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5(d) for a purchase price equal to the contrary, if aggregate principal balance of Loans then owing to the Affected Lender plus any Lender becomes an accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or (ii) except in the case of a Defaulting Lender, pay to the Affected Lender the aggregate principal balance of Loans then owing to the following provisions shall apply for so long as such Affected Lender is an plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender: (a) fees , whereupon the Affected Lender shall cease to accrue on no longer be a party hereto or have any rights or obligations hereunder or under any of the Unused Commitment other Loan Documents. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender pursuant to Section 2.04(a); (b) under this Section, but at no time shall the Revolving Credit Commitment and Advances of Agent, such Affected Lender shall not nor any other Lender be included obligated in determining whether any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Borrower of its rights under this Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding sole cost and expense and at no cost or expense to such the Agent, the Affected Lender’s Ratable Share Lender or any of the Available Amount other Lenders. The terms of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then shall not in any way limit the fees payable Borrower’s obligation to the Lenders pursuant pay to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees compensation owing to such Affected Lender pursuant to Section 2.04(b)(i) 3.12, 4.1 or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply4.4.

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of Upon such Affected Lender pursuant to Section 2.04(a); (b) the Revolving Credit Commitment and Advances of such Affected time as any Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is become an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, Immediately all or any part of the Available Amount of all such Letters of Credit and Swingline Affected Lender’s Fronting Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares Pro Rata Share (disregarding any without giving effect to the L/C Commitment of such Affected Lender’s Revolving Credit Commitment) ), but only to the extent that with respect to each non-Affected Lender the sum Letter of (A) the aggregate principal amount Credit Exposure of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)any such reallocation) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit L/C Commitment, provided that 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; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, then such Affected Lender shall be obligated to provide (in a manner reasonably satisfactory to the Borrower shall within one (1Issuing Bank) Business Day following notice by cash collateral to the Collateral Agent (xor if such Affected Lender is unable, without regulatory approval, to provide cash collateral, a letter of credit reasonably satisfactory to the Issuing Bank) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding in an amount equal to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit Fronting Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) ). Any funds provided by an Affected Lender for such purpose shall be maintained in an interest bearing cash deposit account to be established and maintained by the Collateral Agent, over which the Collateral Agent shall have sole dominion and control, upon such terms as may be satisfactory to the Collateral Agent (the “Affected Lender ShareCollateral Account”). The funds so deposited in any Affected Lender Collateral Account (or any drawing under such a letter of credit) shall be used only in accordance with the procedures following provisions of this Section 2.14. (iii) if the Affected Lender shall fail to provide cash collateral (or one or more letters of credit) in the full amount required pursuant to clause (ii) above, each Account Party shall, within five (5) Business Days following written notice from the Administrative Agent demanding the deposit of cash collateral pursuant to this Section 2.14(a)(iii), pay to the Collateral Agent for the benefit of the Lenders, for deposit in a cash deposit account to be established and maintained by the Collateral Agent as more particularly set forth in Section 2.03(h2.17 (each being a “Cash Collateral Account”), an amount in cash, which to the extent allowed by law shall be free and clear of all rights and claims of third parties, equal to such Affected Lender’s Fronting Exposure in respect of such Account Party (after giving effect to any partial reallocation pursuant to clause (i) above and any partial collateralization by the Affected Lender pursuant to clause (ii) above) for so long as such there Affected Lender’s Fronting Exposure is outstanding; provided that (1) such cash collateral shall be counted towards the aggregate Collateral Value, (2) if at any Available Amount time the Collateral Agent determines that the amount on deposit in the Cash Collateral Accounts shall be less than such Affected Lender’s Fronting Exposure (after giving effect to any partial reallocation pursuant to clause (i) above and any partial collateralization by the Affected Lender pursuant to clause (ii) above), the Collateral Agent may make demand on each Account Party to pay, and each Account Party shall, within five (5) Business Days after written notice from the Collateral Agent making such demand, pay to the Collateral Agent an amount in cash equal to such Account Party’s share of outstanding Letters such deficiency, which funds shall be deposited in such Account Party’s Cash Collateral Account, (3) amounts held in the Cash Collateral Account will be paid as necessary from time to time to the Issuing Bank, on account of Creditamounts owing by such Affected Lender pursuant to Sections 2.2(e) and 2.13(d), (4) if the Account Parties are required to provide an amount of cash collateral under this clause (iii), such amount (to the extent not applied as aforesaid and provided that no Default or Event of Default shall have occurred and be continuing at such time) shall be returned to such Account Parties within three (3) Business Days after (A) an Affected Lender has been determined to no longer be an Affected Lender, (B) such Affected Lender has been replaced by another Lender pursuant to Section 2.12 or (C) there exists no Fronting Exposure with respect to such Affected Lender; (iiiiv) if the Ratable Share Pro Rata Shares of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is are reallocated pursuant to this Section 2.19(c2.14(a)(i), then the fees payable to the Lenders pursuant to Section 2.04(a2.5(a) and Section 2.04(b2.5(c)(i) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares;Pro Rata Shares thereof; and (ivv) if any Affected Lender Share Lender’s Fronting Exposure is not neither collateralized nor reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) abovethis Section 2.14(a), then, then without prejudice to any rights or remedies of any the Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b2.5(c)(i) with respect to such Affected Lender Share Lender’s Fronting Exposure shall be payable to the Issuing Bank until such Affected Lender’s Fronting Exposure is collateralized and/or reallocated pursuant to this Section 2.14(a). (b) If the Fronting Exposure of any Affected Lender Share is reallocatednot eliminated as set forth in Section 2.14(a), then: (i) the L/C Commitment of such Affected Lender shall be reduced by an amount equal to the outstanding Fronting Exposure of such Affected Lender; (ii) each Account Party shall prepay all amounts owed to such Affected Lender hereunder or in connection herewith; and (viii) if if, upon the Borrower Cash Collateralizes any portion reduction of any the L/C Commitment of an Affected Lender Share pursuant to under clause (i) above and the payment under clause (ii) above, the Borrower Letter of Credit Exposure would exceed the Total Commitment by an amount in excess of the sum of the cash collateral (or the stated amount of any letter of credit) posted by such Affected Lender and the cash collateral posted by the Account Parties pursuant to Section 2.14(a), then the Account Parties will immediately eliminate such excess by causing the Available Amount of one or more Letters of Credit to be reduced. (c) If any Affected Lender shall be required to fund its participation in a payment under a Letter of Credit pursuant to Section 2.2(e) or make a payment pursuant to Section 2.13(d), then the Collateral Agent will deliver to the Issuing Bank, and the Issuing Bank shall apply, the funds deposited in the applicable Affected Lender Collateral Account (or any drawing under such a letter of credit) to fund such participation or payment. The deposit of funds in an Affected Lender Collateral Account (or any drawing under such a letter of credit) shall not constitute a Letter of Credit Advance (and the Affected Lender shall not be required entitled to pay interest on such funds except as provided in Section 2.14(d) unless and until (and then only to the extent that) such funds (or any fees drawing under such a letter of credit) are used by the Issuing Bank to fund the participation of such Affected Lender pursuant to the first sentence of this Section 2.04(b)(i2.14(c). (d) or Funds in a Affected Lender Collateral Account shall be invested in such investments as may be agreed between the Collateral Agent and the applicable Issuing Bank Affected Lender, and the income from such investments shall be distributed to such Affected Lender from time to time (but not less often than monthly) as agreed between the Collateral Agent and such Affected Lender. The Collateral Agent will (i) from time to time, upon request by an Affected Lender, release to such Affected Lender any amount on deposit in the applicable Affected Lender Collateral Account in excess of the L/C Participation Interests of such Affected Lender (or, if applicable, not draw under any such letter of credit in excess of the L/C Participation Interests of such Affected Lender) and (ii) upon the earliest to occur of (A) the effective date of any replacement of such Affected Lender as a party hereto pursuant to Section 2.04(b)(iian Assignment and Acceptance, (B) (solely with respect to any fronting fee) with respect to the termination of such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance Commitment pursuant to Section 2.14(b), or any other unfunded payment obligation (C) the first Business Day after receipt by the Collateral Agent of evidence (reasonably satisfactory to the Collateral Agent) that such Lender is no longer an Affected Lender, release to such Lender all amounts on deposit in the applicable Affected Lender under this Agreement; andCollateral Account (or, if applicable, return such letter of credit to such Lender for cancellation). (e) subject to At any time there is an Affected Lender and the reallocation described in Section 8.18, for the avoidance of doubt2.14(a)(i) cannot be fully effected, the BorrowerIssuing Bank shall have no obligation to issue, each Issuing Bankrenew, extend or increase any Letter of Credit unless such Affected Lender and the Swingline Account Parties have deposited sufficient cash collateral in the Affected Lender Collateral Account and the Cash Collateral Account, respectively, or, in the case of the Affected Lender, one or more letters of credit, to cover the Agent and each other Lender shall retain and reserve its other Fronting Exposure of such Affected Lender. (f) In addition to the rights and remedies respecting each Affected Lender. In the event that the Agentset forth under Sections 2.14(a) and (b), the Borrower, the Swingline if any Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be shall become an Affected Lender, then the Ratable Shares Issuing Bank may, by notice to such Affected Lender, the Administrative Agent and RenRe within 45 days after such occurrence, request that RenRe use reasonable efforts to replace such Affected Lender as a party to this Agreement pursuant to Section 2.12. (g) If RenRe, the Administrative Agent, and the Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the Lenders shall be readjusted effective date specified in such notice and subject to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date any conditions set forth therein (which may include arrangements with respect to any cash collateral) such Lender shall purchase at par will, to the extent applicable, take such of the Revolving Advances of the other Lenders actions as the Administrative Agent shall may determine may to be necessary in order for such Lender to hold such Revolving Advances cause the L/C Participation Interests to be held on a pro rata basis by the non-Defaulting Lenders in accordance with its Ratable Share. In additiontheir L/C Commitment Percentages, at such time as Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Credit Party while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder in status from a Defaulting Lender to non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender. (h) The rights and remedies against an Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, under this Section 2.19 will no longer apply2.14 are in addition to other rights and remedies that any Agent or any Lender may have against such Affected Lender.

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of such Affected Lender pursuant to Section 2.04(a); (b) the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline ExposureObligations, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares;; and (iviii) if any the Affected Lender’s Ratable Share (the “Affected Lender Share Share”) of the Available Amount of all outstanding Letters of Credit is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) aboveSection 2.19(c), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving an Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender Borrower and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply.

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of such Affected Lender pursuant to Section 2.04(a); (b) the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected LenderXxxxxx’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected LenderXxxxxx’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such LenderXxxxxx’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing LenderXxxxxx’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply.

Affected Lenders. Notwithstanding any provision Without the written consent of this Agreement to the contraryeach Borrower, if any each Guarantor and each Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lenderdirectly affected thereby: (a) fees shall cease to accrue reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Loans or the amount of the Closing Fees, the Unused Commitment Facility Fee or Letter of such Affected Lender Credit Fees (other than interest accruing pursuant to Section 2.04(a6.13 following the effective date of any waiver by the Required Lenders of the Event of Default relating thereto); (b) increase the amount of the Total Commitment or any Lender’s Revolving Credit Loan Commitment and Advances or Term Loan Commitment (except upon an assignment in accordance with the terms of such Affected Lender shall not be included in determining whether Section 17) or extend the Required Lenders have taken expiration date of the Total Commitment or may take any action hereunder (including any consent to any amendment Lender’s Revolving Loan Commitment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affectedTerm Loan Commitment; (c) if postpone or extend either the Revolver Maturity Date or the Term Loan Maturity Date or any other regularly scheduled dates, or the date set forth in the last sentence of Section 9.28, for payments of principal of, or interest on, any portion of the Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender or waive any Event of Default relating thereto (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: it being understood that (i) so long as no Default or Event of Default has occurred and is continuing, all or any part a waiver of the Available Amount application of all such Letters the Default Rate, (ii) any vote to accelerate or to rescind any acceleration made pursuant to Section 11.2.1 of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that amounts owing with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) Loans and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C other Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share any modifications of the Available Amount provisions relating to amounts or timing of outstanding Letters prepayments of Credit Loans and other Obligations shall require only the Swingline Exposure approval of the non-Affected Lenders is reallocated pursuant to this Section 2.19(cRequired Lenders), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to release the extent Borrowers from any Obligations consisting of principal, interest, fees, reimbursement obligations, expenses, or indemnities, release all or substantially all of the Agent receives Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding, if either Borrower, any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance Guarantor or any other unfunded payment obligation of such Affected Lender their Subsidiaries becomes a debtor under this Agreement; andthe Bankruptcy Code, the release of “cash collateral,” as defined in Section 363(a) of the Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); (e) subject amend the provisions of Sections 4.2.3 and 4.2.4 with respect to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event requirement thereunder that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares outstanding principal amount of the Lenders shall Term Loan will be readjusted paid prior to reflect repayment of the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such outstanding principal amount of the Revolving Advances Loans; or (f) amend any provision of this Credit Agreement calling for the other Lenders as the Agent shall determine may be necessary in order for such Lender pro rata application of funds to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply.any Creditor Parties;

Affected Lenders. Notwithstanding If (a) a Lender requests compensation pursuant to Section 3.12 or Section 4.1, and the Required Lenders are not also doing the same, or (b) the obligation of any provision Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1(b) or Section 4.3 but the obligation of this Agreement the Required Lenders shall not have been suspended under such Sections, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5(d) for a purchase price equal to the contrary, if aggregate Outstanding Amount of all Loans then owing to the Affected Lender plus any Lender becomes an accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, then or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the following provisions Agent and the Affected Lender shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on reasonably cooperate in effectuating the Unused Commitment replacement of such Affected Lender pursuant to Section 2.04(a); (b) under this Section, but at no time shall the Revolving Credit Commitment and Advances of Agent, such Affected Lender shall not nor any other Lender be included obligated in determining whether any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Borrower of its rights under this Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding sole cost and expense and at no cost or expense to such the Agent, the Affected Lender’s Ratable Share Lender or any of the Available Amount other Lenders. The terms of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then shall not in any way limit the fees payable Borrower’s obligation to the Lenders pursuant pay to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees compensation owing to such Affected Lender pursuant to Section 2.04(b)(i) 3.12 or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely 4.1 with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) periods up to the extent the Agent receives any payments or other amounts for the account date of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyreplacement.

Affected Lenders. Notwithstanding If (a) a Lender requests compensation pursuant to Section 3.12 or Section 4.1, and the Required Lenders are not also doing the same, or (b) the obligation of any provision Lender to make RFR Loans or to Continue, or to Convert Base Rate Loans into, RFR Loans shall be suspended pursuant to Section 4.1(b) or Section 4.3 but the obligation of this Agreement the Required Lenders shall not have been suspended under such Sections, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5(d) for a purchase price equal to the contrary, if aggregate Outstanding Amount of all Loans then owing to the Affected Lender plus any Lender becomes an accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, then or any other amount as may be mutually agreed upon by such Affected Xxxxxx and Eligible Assignee. Each of the following provisions Agent and the Affected Lender shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on reasonably cooperate in effectuating the Unused Commitment replacement of such Affected Lender pursuant to Section 2.04(a); (b) under this Section, but at no time shall the Revolving Credit Commitment and Advances of Agent, such Affected Lender shall not nor any other Lender be included obligated in determining whether any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Borrower of its rights under this Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding sole cost and expense and at no cost or expense to such the Agent, the Affected Lender’s Ratable Share Lender or any of the Available Amount other Lenders. The terms of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then shall not in any way limit the fees payable Borrower’s obligation to the Lenders pursuant pay to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees compensation owing to such Affected Lender pursuant to Section 2.04(b)(i) 3.12 or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely 4.1 with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) periods up to the extent the Agent receives any payments or other amounts for the account date of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyreplacement.

Affected Lenders. Notwithstanding any provision Within thirty (30) days after receipt by Borrower of this Agreement to the contrary, if written notice and demand from any Lender becomes (an “Affected Lender”) for payment of additional amounts or increased costs as provided in Sections 2.7 or 2.8, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of Borrower may, at its option, notify Agent and such Affected Lender pursuant of its intention to Section 2.04(a); (b) replace the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so . So long as no Default or Event of Default has occurred and is continuingcontinuing Borrower, all or any part may obtain at Borrower’s expense a replacement Lender (“Replacement Lender”) for the Affected Lender, which Replacement Lender must be reasonably satisfactory to and consented to by Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Available Amount Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all such Letters of Credit Loans held by the Affected Lender and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that all accrued interest and fees with respect thereto through the date of such sale, and such assignment shall not require the payment of an assignment fee to each non-Agent; provided, that Borrower shall have reimbursed such Affected Lender for the sum additional amounts or increased costs that it is entitled to receive under this Agreement through the date of (A) such sale and assignment. Notwithstanding the aggregate principal amount of all Revolving Advances made by such non-foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender (in rescinds its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) demand for increased costs or additional amounts within 15 days following its receipt of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding notice of intention to replace such Affected Lender’s Ratable Share . Furthermore, if Borrower gives a notice of the Available Amount of outstanding Letters of Credit (after giving effect intention to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for replace and does not so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of replace such Affected Lender Share pursuant to clause within ninety (ii90) abovedays thereafter, then, without prejudice to any Borrower’s rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under this Section 2.04(b) 2.11 shall terminate with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the and Borrower shall not be required to promptly pay any fees to all increased costs or additional amounts demanded by such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent Sections 2.7 and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply2.8.

Affected Lenders. Notwithstanding any provision Without the written consent of this Agreement to the contraryeach Borrower, if any each Guarantor and each Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lenderdirectly affected thereby: (a) fees shall cease to accrue reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Unused Commitment Loans or the amount of such Affected Lender the Closing Fees or Letter of Credit Fees (other than interest accruing pursuant to Section 2.04(a6.13 following the effective date of any waiver by the Required Lenders of the Event of Default relating thereto); (b) increase the amount of the Total Commitment (except upon the due exercise of the Accordion Option in accordance with the terms of Section 2.5) or any Lender's Revolving Credit Loan Commitment and Advances or Term Loan Commitment (except upon an assignment in accordance with the terms of such Affected Lender shall not be included in determining whether Section 17) or extend the Required Lenders have taken expiration date of the Total Commitment or may take any action hereunder (including any consent to any amendment Lender's Revolving Loan Commitment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affectedTerm Loan Commitment; (c) if postpone or extend either the Revolver Maturity Date or the Term Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, any portion of the Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender or waive any Event of Default relating thereto (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: it being understood that (i) so long as no Default or Event of Default has occurred and is continuing, all or any part a waiver of the Available Amount application of all such Letters the Default Rate, (ii) any vote to accelerate or to rescind any acceleration made pursuant to Section 11.2.1 of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that amounts owing with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) Loans and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C other Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share any modifications of the Available Amount provisions relating to amounts or timing of outstanding Letters prepayments of Credit Loans and other Obligations shall require only the Swingline Exposure approval of the non-Affected Lenders is reallocated pursuant to this Section 2.19(cRequired Lenders), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized;or (d) to release the extent Borrowers from any Obligations consisting of principal, interest, fees, reimbursement obligations, expenses, or indemnities, release all or substantially all of the Agent receives Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding, if either Borrower, any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance Guarantor or any other unfunded payment obligation of such Affected Lender their Subsidiaries becomes a debtor under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubtfederal Bankruptcy Code, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares release of "cash collateral," as defined in Section 363(a) of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender federal Bankruptcy Code pursuant to Section 2.20, a cash collateral stipulation with the Ratable Shares of debtor approved by the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply.Required Lenders);

Affected Lenders. Notwithstanding any provision Within 15 days after receipt by the Borrower Representative of this Agreement to the contrary, if written notice and demand from any Lender becomes (an "Affected Lender") demanding payment of additional amounts or increased costs as provided in Sections 4.1 or 4.3, then or exercising its rights under Section 4.2, the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on Borrower Representative may, at its option, notify the Unused Commitment of Agent and such Affected Lender pursuant of its intention to Section 2.04(a); (b) replace the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so . So long as no Default or Event of Default has occurred and is continuing, all or any part the Borrower, with the consent of the Available Amount Agent, may obtain, at the Borrowers' expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender shall be reasonably satisfactory to the Agent. If the Borrower obtains a Replacement Lender within 90 days following notice of its intention to do so, the Affected Lender shall sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all such Letters of Credit Loans held by the Affected Lender and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that all accrued interest and fees with respect to each non-thereto through the date of such sale; provided, that the Borrowers shall have reimbursed such Affected Lender for the sum additional amounts or increased costs that it is entitled to receive under this Agreement through the date of (A) such sale and assignment. Notwithstanding the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effectedforegoing, the Borrower Representative shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts, or the exercise of its rights under Section 4.2, within one (1) Business Day 15 days following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit its receipt of the applicable Issuing Bank only the Borrower’s obligations corresponding Borrower Representative's notice of intention to replace such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c). Furthermore, then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails Representative gives a notice of intention to Cash Collateralize any portion of replace and does not so replace such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) abovewithin 90 days thereafter, the Borrower Representative's rights under this Section 4.8 shall not be required to terminate and the Borrowers shall promptly pay any fees to all increased costs or additional amounts demanded by such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent Sections 4.1 and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply4.

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of such Affected Lender pursuant to Section 2.04(a); (b) the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time If a Lender is an Affected Lendera Defaulting Lender then, then: (i) so long as no Default or Event of Potential Default has occurred and exists, Borrower may demand, within ten (10) Business Days after Borrower receives notice that such Lender (the “Affected Lender”) is continuinga Defaulting Lender, all or any part of the Available Amount of all that such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders Lender assign its Commitment to an Eligible Assignee in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to this Section 13.13. Upon such demand by Borrower the extent that with respect to each non-Affected Lender shall promptly assign its Commitment to an Eligible Assignee subject to and in accordance with the sum provisions of Section 13.13 above for a purchase price equal to (Ax) the aggregate principal amount balance of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Loans then owing to the Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations , plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) secondany accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to or any other amount as may be mutually agreed upon by such Affected Lender’s Ratable Share Lender and Eligible Assignee. Each of Administrative Agent and the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) shall reasonably cooperate in accordance with effectuating the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion replacement of such Affected Lender Share pursuant under this Section and shall use commercially reasonable and diligent efforts to clause (ii) aboveassist Borrower to procure a replacement of such Affected Lender, thenbut at no time shall Administrative Agent, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share nor any other Lender nor any titled agent be obligated to initiate any such replacement. The exercise by the Borrower of its rights under this Section shall be payable at the Borrower’s sole cost and expense and at no cost or expense to Administrative Agent, the Issuing Bank until such Affected Lender Share is reallocated; and (v) if or any of the Borrower Cash Collateralizes other Lenders. The terms of this Section shall not in any portion of way limit the Borrower’s obligation to pay to any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees compensation or Additional Costs owing to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely this Agreement with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) up to the extent the Agent receives any payments or other amounts for the account date of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyreplacement.

Affected Lenders. Notwithstanding any provision Within thirty (30) days after receipt by Borrower of this Agreement to the contrary, if written notice and demand from any Lender becomes (an "Affected Lender") for payment of additional amounts or increased costs as provided in Sections 2.7 or 2.8, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of Borrower may, at its option, notify Agent and such Affected Lender pursuant of its intention to Section 2.04(a); (b) replace the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so . So long as no Default or Event of Default has occurred and is continuing, all or any part Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender") for the Available Amount Affected Lender, which Replacement Lender must be reasonably satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all such Letters of Credit Loans held by the Affected Lender and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that all accrued interest and fees with respect thereto through the date of such sale, and such assignment shall not require the payment of an assignment fee to each non-Agent; provided, that Borrower shall have reimbursed such Affected Lender for the sum additional amounts or increased costs that it is entitled to receive under this Agreement through the date of (A) such sale and assignment. Notwithstanding the aggregate principal amount of all Revolving Advances made by such non-foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender (in rescinds its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect demand for increased costs or additional amounts within 15 days following its receipt of Borrower's notice of intention to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to replace such Affected Lender’s Ratable Share . Furthermore, if Borrower gives a notice of the Available Amount of outstanding Letters of Credit (after giving effect intention to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for replace and does not so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of replace such Affected Lender Share pursuant to clause within ninety (ii90) abovedays thereafter, then, without prejudice to any Borrower's rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under this Section 2.04(b) 2.11 shall terminate with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the and Borrower shall not be required to promptly pay any fees to all increased costs or additional amounts demanded by such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent Sections 2.7 and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply2.8.

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of such Affected Lender pursuant to Section 2.04(a); (b) the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline ExposureObligations, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving an Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender Borrower and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply.

Affected Lenders. Notwithstanding If (a) a Lender requests compensation pursuant to Section 3.10 or 5.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of any provision Lender to make Eurodollar Loans or to Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall be suspended pursuant to Section 5.3 but the obligation of this Agreement the Requisite Lenders shall not have been suspended under such Section or (c) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Requisite Lenders or the consent of each affected Lender, or all Lenders, and such amendment, waiver or other modification is consented to by the Requisite Lenders, all other affected Lenders or all other Lenders (as applicable), then, so long as there does not then exist any Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the contrary, if any Lender becomes an Affected Lender, then plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the following provisions shall apply for so long as such Lender is an Affected Lender: , or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b); provided, that the Borrower shall only demand the Affected Lender to assign its Commitment pursuant to subsection (a) fees above if such assignment will result in lower costs for the Borrower at the time of the assignment. Each of the Administrative Agent and the Affected Lender shall cease to accrue on reasonably cooperate in effectuating the Unused Commitment replacement of such Affected Lender pursuant to Section 2.04(a); (b) under this Section, but at no time shall the Revolving Credit Commitment and Advances of Administrative Agent, such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all any other Lender or any part Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of the Available Amount of all such Letters of Credit and Swingline Exposure its rights under this Section shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding sole cost and expense and at no cost or expense to such the Administrative Agent, the Affected Lender’s Ratable Share Lender or any of the Available Amount other Lenders. The terms of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then shall not in any way limit the fees payable Borrower’s obligation to the Lenders pursuant pay to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees compensation owing to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank this Agreement (including pursuant to Section 2.04(b)(iiSections 3.10, 5.1 or 5.4) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) up to the extent the Agent receives any payments or other amounts for the account date of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyreplacement.

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: If (a) fees shall cease to accrue on the Unused Commitment of such Affected a Lender requests compensation pursuant to Section 2.04(a); 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the Revolving Credit Commitment and Advances obligation of such Affected any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver suspended pursuant to Section 8.01), other than any waiver, amendment 4.1.(b) or modification requiring 4.3. but the consent obligation of all the Requisite Lenders shall not have been suspended under such Sections or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lenderhas not approved any consent, waiver or amendment which, pursuant to the terms of Section 12.6.(b), requires the approval of all affected Lenders, and the Requisite Lenders have approved such consent, waiver or amendment, then: (i) , so long as no Default or Event of Default has occurred exists, the Borrower may demand that such Lender (the “Affected Lender”), and is continuingupon such demand the Affected Lender shall promptly, all or any part of the Available Amount of all such Letters of Credit assign its Commitment to an Eligible Assignee subject to and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares the provisions of Section 12.5.(b) for a purchase price equal to (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (Ax) the aggregate principal amount balance of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Loans then owing to the Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations , plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) secondthe aggregate amount of payments previously made by the Affected Lender under Section 2.3.(j) that have not been repaid, Cash Collateralize for plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the benefit Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the applicable Issuing Bank only Administrative Agent and the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) shall reasonably cooperate in accordance with effectuating the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion replacement of such Affected Lender Share pursuant to clause (ii) aboveunder this Section, thenbut at no time shall the Administrative Agent, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be payable at the Borrower’s sole cost and expense and at no cost or expense to the Issuing Bank until such Administrative Agent, the Affected Lender Share is reallocated; and (v) if or any of the Borrower Cash Collateralizes other Lenders. The terms of this Section shall not in any portion of way limit the Borrower’s obligation to pay to any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees compensation owing to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank this Agreement (including, without limitation, pursuant to Section 2.04(b)(iiSections 3.10., 4.1. or 4.4.) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) up to the extent the Agent receives any payments or other amounts for the account date of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyreplacement.

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of such Affected Lender pursuant to Section 2.04(a); (b) the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply.Section

Affected Lenders. Notwithstanding If (a) a Lender requests compensation pursuant to Section 3.10 or 5.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of any provision Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 5.3 but the obligation of this Agreement the Requisite Lenders shall not have been suspended under such Section or (c) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Requisite Lenders or the consent of each affected Lender, or all Lenders, and such amendment, waiver or other modification is consented to by the Requisite Lenders, all other affected Lenders or all other Lenders (as applicable), then, so long as there does not then exist any Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment and Loans (other than any outstanding Competitive Loans held by it) to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans (other than Competitive Loans) then owing to the contrary, if any Lender becomes an Affected Lender, then plus (y) the following provisions shall apply for so long as such aggregate amount of payments previously made by the Affected Lender is an under Section 2.2(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender: , or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b); provided, that the Borrower shall only demand the Affected Lender to assign its Commitment pursuant to subsection (a) fees above if such assignment will result in lower costs for the Borrower at the time of the assignment. Each of the Administrative Agent and the Affected Lender shall cease to accrue on reasonably cooperate in effectuating the Unused Commitment replacement of such Affected Lender pursuant to Section 2.04(a); (b) under this Section, but at no time shall the Revolving Credit Commitment and Advances of Administrative Agent, such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all any other Lender or any part Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of the Available Amount of all such Letters of Credit and Swingline Exposure its rights under this Section shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding sole cost and expense and at no cost or expense to such the Administrative Agent, the Affected Lender’s Ratable Share Lender or any of the Available Amount other Lenders. The terms of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then shall not in any way limit the fees payable Borrower’s obligation to the Lenders pursuant pay to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees compensation owing to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank this Agreement (including pursuant to Section 2.04(b)(iiSections 3.10, 5.1 or 5.4) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) up to the extent the Agent receives any payments or other amounts for the account date of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyreplacement.

Affected Lenders. Notwithstanding any provision Without the written consent of this Agreement to the contraryeach Borrower, if any each Guarantor and each Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lenderdirectly affected thereby: (a) fees shall cease to accrue reduce or forgive the principal amount of any Loans or Reimbursement Obligations, or reduce the rate of interest on the Loans or the amount of the Closing Fees, the Unused Commitment Facility Fee or Letter of such Affected Lender Credit Fees (other than interest accruing pursuant to Section 2.04(a6.13 following the effective date of any waiver by the Required Lenders of the Event of Default relating thereto); (b) increase the amount of the Total Commitment or any Lender’s Revolving Credit Loan Commitment and Advances or Term Loan Commitment (except upon an assignment in accordance with the terms of such Affected Lender shall not be included in determining whether Section 17) or extend the Required Lenders have taken expiration date of the Total Commitment or may take any action hereunder (including any consent to any amendment Lender’s Revolving Loan Commitment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affectedTerm Loan Commitment; (c) if postpone or extend either the Revolver Maturity Date or the Term Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, any portion of the Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender or waive any Event of Default relating thereto (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: it being understood that (i) so long as no Default or Event of Default has occurred and is continuing, all or any part a waiver of the Available Amount application of all such Letters the Default Rate, (ii) any vote to accelerate or to rescind any acceleration made pursuant to Section 11.2.1 of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that amounts owing with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) Loans and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C other Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share any modifications of the Available Amount provisions relating to amounts or timing of outstanding Letters prepayments of Credit Loans and other Obligations shall require only the Swingline Exposure approval of the non-Affected Lenders is reallocated pursuant to this Section 2.19(cRequired Lenders), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to release the extent Borrowers from any Obligations consisting of principal, interest, fees, reimbursement obligations, expenses, or indemnities, release all or substantially all of the Agent receives Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding, if either Borrower, any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance Guarantor or any other unfunded payment obligation of such Affected Lender their Subsidiaries becomes a debtor under this Agreement; andthe federal Bankruptcy Code, the release of “cash collateral,” as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); (e) subject amend the provisions of Section 4.2.3 with respect to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event requirement thereunder that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares outstanding principal amount of the Lenders shall Term Loan will be readjusted paid prior to reflect repayment of the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such outstanding principal amount of the Revolving Advances Loans; or (f) amend any provision of this Credit Agreement calling for the other Lenders as the Agent shall determine may be necessary in order for such Lender pro rata application of funds to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply.any Creditor Parties;

Affected Lenders. Notwithstanding If any provision Lender or L/C Issuer (i) does not consent to a proposed Loan Modification requested by the Borrower, which proposed Loan Modification is approved by at least the Requisite Lenders or the Requisite Revolving Lenders (with respect to the Revolving Loans or Letter of Credits), as applicable, (ii) is a Defaulting Lender, (iii) demands any payment under Section 2.13 hereof, or (iv) is the cause of the Borrower having to pay any additional amount to such Lender (including, for the avoidance of doubt, on account of its participants) or any Governmental Authority pursuant to Section 2.12 hereof (each relevant Lender or L/C Issuer in clauses (i) through (iv) being an “Affected Lender”), then the Borrower, upon at least three (3) Business Days’ notice to such Lender, may (A) permanently replace the Affected Lender with one or more substitute Lenders or L/C Issuers (each, a “Replacement Lender”) by requiring such Affected Lender to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to the contrary, applicable Replacement Lender or (B) terminating the Commitments (if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (aany) fees shall cease to accrue on the Unused Commitment of such Affected Lender and (1) in the case of a Lender, repaying all Obligations due and owing to such Lender as of such termination date and (2) in the case of an L/C Issuer, repaying all Obligations to such L/C Issuer as of such termination date and canceling or backstopping on terms reasonably satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that in the case of any such replacement or repayment pursuant to Section 2.04(a); clause (bB) the Revolving Credit Commitment and Advances of above, such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01)replacement, other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there termination and/or repayment shall be sufficient (together with all other consenting Lenders and terminated Lenders after giving effect hereto) to cause the adoption of the proposed Loan Modification. In the event that any Available Amount under any outstanding Letter of Credit Lender or (y) any Swingline Exposure shall exist during any time a Lender L/C Issuer is an Affected LenderLender as a result of any of its participants, then: (ithen the Borrower may at its election exercise its rights under this Section 10.9(f) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that solely with respect to each non-Affected Lender the sum portion of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share Loans and Commitments held by such participant. Prior to the effective date of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation such replacement pursuant to clause (iA) above) (of the “immediately preceding sentence, the Affected Lender Share”) in accordance and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Affected Lender being repaid, at par, together with any prepayment premium payable pursuant to Section 2.3(g), its share of the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount outstanding Obligations (including an assumption of outstanding Letters of Credit; (iii) if the Ratable its Pro Rata Share of the Available Amount of outstanding Letters Letter of Credit Obligations). If the Affected Lender shall refuse or fail to execute and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable deliver any such Assignment and Acceptance Agreement prior to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion effective date of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunderreplacement, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that executed and delivered such Assignment and Acceptance Agreement. Other than as set forth above, the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or replacement of any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances made in accordance with its Ratable Sharethe terms of Section 10.1. In addition, at Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Affected Lender is replaced by another Lender pursuant to Section 2.20hereunder and under the other Loan Documents, the Ratable Shares Affected Lender shall remain obligated to make its Pro Rata Share of Loans and, to the Lenders will be readjusted extent applicable, purchase a participation in each Letter of Credit in an amount equal to reflect its Pro Rata Share (based on the inclusion Revolving Loan Commitments) of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyLetter of Credit.

Affected Lenders. Notwithstanding If any provision Lender (i) (other than Administrative Agent, as a Lender, or any of this Agreement its Affiliates or Approved Funds as Lenders) does not consent to a proposed Loan Modification requested by Borrower, which proposed Loan Modification is approved by at least the Requisite Lenders, (ii) is a Defaulting Lender or a Prior Defaulting Lender, (iii) demands any payment or is prohibited from making or maintaining LIBOR Loans under Section 2.12 hereof, or (iv) is the cause of Borrower having to pay any additional amount to such Lender or any Governmental Authority pursuant to Section 2.11 hereof (each relevant Lender in clauses (i) through (iv) being an “Affected Lender”), then Administrative Agent or Borrower, upon at least three (3) Business Days notice to such Lender, Borrower and Administrative Agent, may permanently replace the Affected Lender with one or more substitute Lenders (each, a “Replacement Lender”). Prior to the contraryeffective date of such replacement, if any the Affected Lender becomes and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Affected Lender being repaid, at par, its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Letter of Credit Obligations) together with, except in the case of a Defaulting Lender or a Prior Defaulting Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease any prepayment premium payable pursuant to accrue on the Unused Commitment of this Agreement; provided if such Affected Lender pursuant is the only Lender that failed to Section 2.04(a); give its consent, authorization or agreement to a proposed Loan Modification, then such repayment will be without any premium of any kind whatsoever. Any Replacement Lender (b) the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (can existing Lender) if (x) there chosen by Borrower shall be any Available Amount under any outstanding Letter subject to the prior written approval of Credit Administrative Agent (such approval not to be unreasonably withheld, conditioned or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) delayed so long as no Default or Event of Default has shall have occurred and is be continuing, all ). If the Affected Lender shall refuse or fail to execute and deliver any part of the Available Amount of all such Letters of Credit Assignment and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only Acceptance Agreement prior to the extent that with respect to each non-Affected Lender the sum effective date of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effectedreplacement, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use executed and delivered such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or Assignment and Acceptance Agreement. The replacement of any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances made in accordance with its Ratable Sharethe terms of Section 10.1. In addition, at Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Affected Lender is replaced by another Lender pursuant to Section 2.20hereunder and under the other Loan Documents, the Ratable Shares Affected Lender shall remain obligated to make its Pro Rata Share of the Lenders will be readjusted Revolving Loan and Delayed Draw Term Loan B and, to reflect the inclusion extent applicable, purchase a participation in each Letter of Credit in an amount equal to its Pro Rata Share (based on the replacing Lender’s Commitment in accordance with Section 2.20. In either Revolving Loan Commitments) of such case, this Section 2.19 will no longer applyLetter of Credit.

Affected Lenders. Notwithstanding If (a) a Lender requests compensation pursuant to Section 3.12 or Section 4.1, and the Required Lenders are not also doing the same, or (b) the obligation of any provision Lender to make RFR Loans or to Continue, or to Convert Base Rate Loans into, RFR Loans shall be suspended pursuant to Section 4.1(b) or Section 4.3 but the obligation of this Agreement the Required Lenders shall not have been suspended under such Sections, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5(d) for a purchase price equal to the contrary, if aggregate Outstanding Amount of all Loans then owing to the Affected Lender plus any Lender becomes an accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, then or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the following provisions Agent and the Affected Lender shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on reasonably cooperate in effectuating the Unused Commitment replacement of such Affected Lender pursuant to Section 2.04(a); (b) under this Section, but at no time shall the Revolving Credit Commitment and Advances of Agent, such Affected Lender shall not nor any other Lender be included obligated in determining whether any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Borrower of its rights under this Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding sole cost and expense and at no cost or expense to such the Agent, the Affected Lender’s Ratable Share Lender or any of the Available Amount other Lenders. The terms of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then shall not in any way limit the fees payable Borrower’s obligation to the Lenders pursuant pay to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees compensation owing to such Affected Lender pursuant to Section 2.04(b)(i) 3.12 or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely 4.1 with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) periods up to the extent the Agent receives any payments or other amounts for the account date of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyreplacement.

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: If (a) fees shall cease to accrue on the Unused Commitment of such Affected a Lender requests compensation pursuant to Section 2.04(a); 3.12 or 4.1, and the Requisite Lenders are not also doing the same, or (b) the Revolving Credit Commitment and Advances obligation of such Affected any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver suspended pursuant to Section 8.01)4.1(b) or 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit a Lender becomes a Defaulting Lender, or (yd) any Swingline Exposure shall exist during any time a Lender is an Affected Lenderdoes not vote in favor of any amendment, then: (imodification or waiver to the requirements of Section 9.7(c)(i)(y) so long as no or a Default or Event of Default has occurred and is continuingunder Section 10.1(m)(i), all (ii), or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lenderiii) and outstanding at the Requisite Lenders shall have voted in favor of such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposureamendment, modification or waiver, then, so long as there does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if then exist any Default or Event of Default, the reallocation described in clause Borrower may either (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay demand that such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) Lender (the “Affected Lender”), and upon such demand the Affected Lender Share”) shall promptly, assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the procedures set forth in provisions of Section 2.03(h12.5(b) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if a purchase price equal to the Ratable Share aggregate principal balance of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), Loans then the fees payable owing to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee, or (ii) solely, with respect to clause (i) above c), pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and if accrued but unpaid fees owing to the Borrower fails to Cash Collateralize Affected Lender, whereupon the Commitment and Loans of the Affected Lender shall be terminated and the Affected Lender shall no longer be a party hereto or have any portion rights or obligations hereunder or under any of the other Loan Documents. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender Share pursuant to clause (ii) aboveunder this Section, thenbut at no time shall the Agent, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be payable at the Borrower’s sole cost and expense and at no cost or expense to the Issuing Bank until such Agent, the Affected Lender Share is reallocated; and (v) if or any of the Borrower Cash Collateralizes other Lenders. The terms of this Section shall not in any portion of way limit the Borrower’s obligation to pay to any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees compensation owing to such Affected Lender pursuant to Section 2.04(b)(i) 3.12 or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely 4.1 with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) periods up to the extent the Agent receives any payments or other amounts for the account date of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyreplacement.

Affected Lenders. Notwithstanding any provision of In the event a Lender ("Affected Lender") shall have (i) delivered a notice pursuant to this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of claiming that such Affected Lender pursuant is unable to Section 2.04(a);extend Eurodollar Rate Loans to Borrower for reasons not generally applicable to the other Lenders, or (bii) shall have requested compensation from Borrower under any of the Revolving Credit Commitment provisions hereof to recover increased costs incurred by such Affected Lender which are not being incurred generally by the other Lenders, then, in any such case, Borrower or Agent may make written demand on such Affected Lender (with a copy to Borrower in the case of a demand by Agent and Advances with a copy to Agent in the case of a demand by Borrower) for the Affected Lender to assign, and such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver assign pursuant to one or more duly executed Assignment and Acceptances within five (5) Business Days after the date of such demand, to one or more assignees permitted under Section 8.01)11.6 of the Credit Agreement (each, other than any waiveran "Eligible Assignee") which Borrower or Agent, amendment or modification requiring as the consent of all Lenders or of each Lender affected; (c) if (x) there case may be, shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuinghave engaged for such purpose, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of 's rights and obligations under the Available Amount of outstanding Letters of Credit Agreement (after giving effect including, without limitation, its Loan Commitment, its Note and all Loans owing to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”it) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share 11.6 of the Available Amount of outstanding Letters of Credit and the Swingline Exposure Agreement. EXECUTED as of the non-Affected Lenders is reallocated pursuant 28th day of September, 1995. STERLING PULP CHEMICALS, LTD. By: /s/ Xxxxxxx X. Xxxxx --------------------- Name: Xxxxxxx X. Xxxxx ----------------- Title: Treasurer ---------- TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Agent By: /s/ Xxxxxxx X. Xxxx -------------------- Xxxxxxx X. Xxxx, Vice President RATE DESIGNATION NOTICE Sterling Pulp Chemicals, Ltd., Texas Commerce Bank National Association, as Agent, and certain financial institutions executed and delivered that certain Credit Agreement (as amended, supplemented or restated from time to this Section 2.19(c)time, then the fees payable "Credit Agreement") dated as of September 28, 1995. Schedule 1 to the Lenders pursuant Credit Agreement is entitled the "Interest Rate Agreement". Any term used herein and not otherwise defined herein shall have the meaning herein ascribed to Section 2.04(a) and Section 2.04(b) shall be adjusted it in the Interest Rate Agreement. In accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Interest Rate Agreement, Borrower fails to Cash Collateralize any portion hereby notifies Agent of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account exercise of an Affected Lender under this AgreementInterest Option. A. Current borrowings 1. Interest Options now in effect: _______________________ 2. Amounts: $_____________________ 3. Expiration of current Interest Periods, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; andif applicable: (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply.B. Proposed election

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of Upon such Affected Lender pursuant to Section 2.04(a); (b) the Revolving Credit Commitment and Advances of such Affected time as any Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is become an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, Immediately all or any part of the Available Amount of all such Letters of Credit and Swingline Affected Lender’s Fronting Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares Pro Rata Share (disregarding any without giving effect to the L/C Commitment of such Affected Lender’s Revolving Credit Commitment) ), but only to the extent that with respect to each non-Affected Lender the sum Letter of (A) the aggregate principal amount Credit Exposure of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)any such reallocation) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit L/C Commitment, provided that 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; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, then such Affected Lender shall be obligated to provide (in a manner reasonably satisfactory to the Borrower shall within one (1Issuing Bank) Business Day following notice by cash collateral to the Collateral Agent (xor if such Affected Lender is unable, without regulatory approval, to provide cash collateral, a letter of credit reasonably satisfactory to the Issuing Bank) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding in an amount equal to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit Fronting Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) ). Any funds provided by an Affected Lender for such purpose shall be maintained in an interest bearing cash deposit account to be established and maintained by the Collateral Agent, over which the Collateral Agent shall have sole dominion and control, upon such terms as may be satisfactory to the Collateral Agent (the “Affected Lender ShareCollateral Account”). The funds so deposited in any Affected Lender Collateral Account (or any drawing under such a letter of credit) shall be used only in accordance with the procedures following provisions of this Section 2.14. (iii) if the Affected Lender shall fail to provide cash collateral (or one or more letters of credit) in the full amount, and when and if, required pursuant to clause (ii) above, each Account Party shall, within five (5) Business Days following written notice from the Administrative Agent demanding the deposit of cash collateral pursuant to this Section 2.14(a)(iii), pay to the Collateral Agent for the benefit of the Lenders, for deposit in a cash deposit account to be established and maintained by the Collateral Agent as more particularly set forth in Section 2.03(h2.17 (each being a “Cash Collateral Account”), an amount in cash, which to the extent allowed by law shall be free and clear of all rights and claims of third parties, equal to such Affected Lender’s Fronting Exposure in respect of such Account Party (after giving effect to any partial reallocation pursuant to clause (i) above and any partial collateralization by the Affected Lender pursuant to clause (ii) above) for so long as such there Affected Lender’s Fronting Exposure is outstanding; provided that (1) such cash collateral shall be counted towards the aggregate Collateral Value, (2) if at any Available Amount time the Collateral Agent determines that the amount on deposit in the Cash Collateral Accounts shall be less than such Affected Lender’s Fronting Exposure (after giving effect to any partial reallocation pursuant to clause (i) above and any partial collateralization by the Affected Lender pursuant to clause (ii) above), the Collateral Agent may make demand on each Account Party to pay, and each Account Party shall, within five (5) Business Days after written notice from the Collateral Agent making such demand, pay to the Collateral Agent an amount in cash equal to such Account Party’s share of outstanding Letters such deficiency, which funds shall be deposited in such Account Party’s Cash Collateral Account, (3) amounts held in the Cash Collateral Account will be paid as necessary from time to time to the Issuing Bank, on account of Creditamounts owing by such Affected Lender pursuant to Sections 2.2(e) and 2.13(d), (4) if the Account Parties are required to provide an amount of cash collateral under this clause (iii), such amount (to the extent not applied as aforesaid and provided that no Default or Event of Default shall have occurred and be continuing at such time) shall be returned to such Account Parties within three (3) Business Days after (A) an Affected Lender has been determined to no longer be an Affected Lender, (B) such Affected Lender has been replaced by another Lender pursuant to Section 2.12 or (C) there exists no Fronting Exposure with respect to such Affected Lender; (iiiiv) if the Ratable Share Pro Rata Shares of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is are reallocated pursuant to this Section 2.19(c2.14(a)(i), then the fees payable to the Lenders pursuant to Section 2.04(a2.5(a) and Section 2.04(b2.5(c)(i) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares;Pro Rata Shares thereof; and (ivv) if any Affected Lender Share Lender’s Fronting Exposure is not neither collateralized nor reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) abovethis Section 2.14(a), then, then without prejudice to any rights or remedies of any the Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b2.5(c)(i) with respect to such Affected Lender Share Lender’s Fronting Exposure shall be payable to the Issuing Bank until such Affected Lender’s Fronting Exposure is collateralized and/or reallocated pursuant to this Section 2.14(a). (b) If the Fronting Exposure of any Affected Lender Share is reallocatednot eliminated as set forth in Section 2.14(a), then: (i) the L/C Commitment of such Affected Lender shall be reduced by an amount equal to the outstanding Fronting Exposure of such Affected Lender; (ii) each Account Party shall prepay all amounts owed to such Affected Lender hereunder or in connection herewith; and (viii) if if, upon the Borrower Cash Collateralizes any portion reduction of any the L/C Commitment of an Affected Lender Share pursuant to under clause (i) above and the payment under clause (ii) above, the Borrower Letter of Credit Exposure would exceed the Total Commitment by an amount in excess of the sum of the cash collateral (or the stated amount of any letter of credit) posted by such Affected Lender and the cash collateral posted by the Account Parties pursuant to Section 2.14(a), then the Account Parties will immediately eliminate such excess by causing the Available Amount of one or more Letters of Credit to be reduced. (c) If any Affected Lender shall be required to fund its participation in a payment under a Letter of Credit pursuant to Section 2.2(e) or make a payment pursuant to Section 2.13(d), then the Collateral Agent will deliver to the Issuing Bank, and the Issuing Bank shall apply, the funds deposited in the applicable Affected Lender Collateral Account (or any drawing under such a letter of credit) to fund such participation or payment. The deposit of funds in an Affected Lender Collateral Account (or any drawing under such a letter of credit) shall not constitute a Letter of Credit Advance (and the Affected Lender shall not be required entitled to pay interest on such funds except as provided in Section 2.14(d) unless and until (and then only to the extent that) such funds (or any fees drawing under such a letter of credit) are used by the Issuing Bank to fund the participation of such Affected Lender pursuant to the first sentence of this Section 2.04(b)(i2.14(c). (d) or Funds in a Affected Lender Collateral Account shall be invested in such investments as may be agreed between the Collateral Agent and the applicable Issuing Bank Affected Lender, and the income from such investments shall be distributed to such Affected Lender from time to time (but not less often than monthly) as agreed between the Collateral Agent and such Affected Lender. The Collateral Agent will (i) from time to time, upon request by an Affected Lender, release to such Affected Lender any amount on deposit in the applicable Affected Lender Collateral Account in excess of the L/C Participation Interests of such Affected Lender (or, if applicable, not draw under any such letter of credit in excess of the L/C Participation Interests of such Affected Lender) and (ii) upon the earliest to occur of (A) the effective date of any replacement of such Affected Lender as a party hereto pursuant to Section 2.04(b)(iian Assignment and Acceptance, (B) (solely with respect to any fronting fee) with respect to the termination of such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance Commitment pursuant to Section 2.14(b), or any other unfunded payment obligation (C) the first Business Day after receipt by the Collateral Agent of evidence (reasonably satisfactory to the Collateral Agent) that such Lender is no longer an Affected Lender, release to such Lender all amounts on deposit in the applicable Affected Lender under this Agreement; andCollateral Account (or, if applicable, return such letter of credit to such Lender for cancellation). (e) subject to At any time there is an Affected Lender and the reallocation described in Section 8.18, for the avoidance of doubt2.14(a)(i) cannot be fully effected, the BorrowerIssuing Bank shall have no obligation to issue, each Issuing Bankrenew, extend or increase any Letter of Credit unless such Affected Lender and the Swingline Account Parties have deposited sufficient cash collateral in the Affected Lender Collateral Account and the Cash Collateral Account, respectively, or, in the case of the Affected Lender, one or more letters of credit, to cover the Agent and each other Lender shall retain and reserve its other Fronting Exposure of such Affected Lender. (f) In addition to the rights and remedies respecting each Affected Lender. In the event that the Agentset forth under Sections 2.14(a) and (b), the Borrower, the Swingline if any Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be shall become an Affected Lender, then the Ratable Shares Issuing Bank may, by notice to such Affected Lender, the Administrative Agent and RenRe within 45 days after such occurrence, request that RenRe use reasonable efforts to replace such Affected Lender as a party to this Agreement pursuant to Section 2.12. (g) If RenRe, the Administrative Agent and the Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the Lenders shall be readjusted effective date specified in such notice and subject to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date any conditions set forth therein (which may include arrangements with respect to any cash collateral) such Lender shall purchase at par will, to the extent applicable, take such of the Revolving Advances of the other Lenders actions as the Administrative Agent shall may determine may to be necessary in order for such Lender to hold such Revolving Advances cause the L/C Participation Interests to be held on a pro rata basis by the non-Defaulting Lenders in accordance with its Ratable Share. In additiontheir L/C Commitment Percentages, at and such time as Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Credit Party while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder in status from a Defaulting Lender to non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender. (h) The rights and remedies against an Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, under this Section 2.19 will no longer apply2.14 are in addition to other rights and remedies that any Agent or any Lender may have against such Affected Lender.

Affected Lenders. Notwithstanding If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of any provision Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of this Agreement the Requisite Lenders shall not have been suspended under such Sections, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the contrary, if any Lender becomes an Affected Lender, then plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees , or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall cease to accrue on reasonably cooperate in effectuating the Unused Commitment replacement of such Affected Lender pursuant to under this Section 2.04(a); (b) and the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether promptly execute all documents reasonably requested to surrender and transfer such interest to the Required Lenders have taken purchaser or may take any action hereunder (assignee thereof, including any consent to any amendment or waiver pursuant to Section 8.01)an appropriate Assignment and Assumption, other than any waiverbut at no time shall the Administrative Agent, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an such Affected Lender, then: (i) so long as no Default any other Lender or Event the Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure its rights under this Section shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding sole cost and expense and at no cost or expense to such the Administrative Agent, the Affected Lender’s Ratable Share Lender or any of the Available Amount other Lenders. The terms of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then shall not in any way limit the fees payable Borrower’s obligation to the Lenders pursuant pay to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees compensation owing to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank this Agreement (including, without limitation, pursuant to Section 2.04(b)(iiSections 3.10., 4.1. or 4.4.) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) up to the extent the Agent receives any payments or other amounts for the account date of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyreplacement.

Affected Lenders. Notwithstanding If (a) a Lender requests compensation pursuant to Section 3.12 or 4.1, and the Requisite Lenders are not also doing the same, (b) the obligation of any provision Lender to make LIBOR Rate Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Rate Loans shall be suspended pursuant to Section 4.1(b) or 4.3 but the obligation of this Agreement the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender becomes a Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower, within thirty (30) days of such request for compensation or suspension, as applicable, may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5(d) for a purchase price equal to the contrary, if aggregate principal balance of Loans then owing to the Affected Lender plus any Lender becomes an accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or (ii) except in the case of a Defaulting Lender, pay to the Affected Lender the aggregate principal balance of Loans then owing to the following provisions shall apply for so long as such Affected Lender is an plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender: (a) fees , whereupon the Affected Lender shall cease to accrue on no longer be a party hereto or have any rights or obligations hereunder or under any of the Unused Commitment other Loan Documents. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender pursuant to Section 2.04(a); (b) under this Section, but at no time shall the Revolving Credit Commitment and Advances of Agent, such Affected Lender shall not nor any other Lender be included obligated in determining whether any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Borrower of its rights under this Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding sole cost and expense and at no cost or expense to such the Agent, the Affected Lender’s Ratable Share Lender or any of the Available Amount other Lenders. The terms of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then shall not in any way limit the fees payable Borrower’s obligation to the Lenders pursuant pay to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees compensation owing to such Affected Lender pursuant to Section 2.04(b)(i) 3.12, 4.1 or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply4.

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on If any L/C Obligations exist at the Unused Commitment of such Affected Lender pursuant to Section 2.04(a); (b) the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: Borrower shall, within one (i1) so long as no Default or Event Business Day of Default has occurred and is continuingdelivery of written notice by Administrative Agent, all or any part Cash Collateralize the amount of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only Pro Rata Part of the L/C Obligations. If Borrower is required to provide an amount of cash collateral pursuant to this Section 2.6(a), such cash collateral shall be released from the Lien granted to Administrative Agent for the benefit of Lenders and promptly returned to Borrower from time to time to the extent that with respect to each non-Affected Lender the sum of (A) amount deposited shall exceed the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) Pro Rata Part of the outstanding L/C Obligations plus or if such Lender ceases to be an Affected Lender; (Cb) such non-no L/C Issuer shall be required to issue, extend, or increase any Letter of Credit unless cash collateral has been provided by Borrower in accordance with Section 2.6(a); (c) if Borrower is required to Cash Collateralize the amount of an Affected Lender’s Ratable Share Pro Rata Part of the L/C Obligations pursuant to Section 2.6(a), Borrower may, by written notice to Administrative Agent, at Borrower’s sole expense and effort, request such Affected Lender to assign and delegate, without recourse (after giving effect in accordance with and subject to the reallocation contemplated in restrictions contained in, and consents required by, Section 13.13), all of its interests, rights and obligations under this Section 2.19(c)(i)) of Agreement and the outstanding Swingline Exposurerelated Loan Documents to an Eligible Assignee that shall assume such obligations, does provided that an Affected Lender shall not exceed be required to make any such non-Affected Lender’s Revolving Credit Commitment;assignment or delegation; and (iid) notwithstanding the provisions of Sections 2.6(a) and (b), if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lenderreceipt of Administrative Agent’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in notice under Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit;2.6 (iiia) if Borrower has, by written notice to Administrative Agent, advised Administrative Agent that Borrower intends to effect the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to assignment by such Affected Lender pursuant to Section 2.04(b)(i2.6(c), the date by which Borrower shall be required to comply with the provisions of Sections 2.6(a) or and (b) shall be extended to the applicable Issuing Bank forty-fifth (45th) day after the date of Administrative Agent’s notice; provided, however, that, such extension shall not extend the date by which Borrower is obligated to Cash Collateralize the Letters of Credit pursuant to Section 2.04(b)(ii2.5(i), 3.2(b)(ii), 11.1(a) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized;or 11.1(b). (dq) to Section 8.3(a)(iii) is hereby deleted in its entirety and replaced with the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply.following:

Affected Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease subject to accrue on the Unused Commitment provisions of such Affected Lender pursuant to Section 2.04(a); (b) the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.012.21(c), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Loan is outstanding or LC Exposure shall exist during any exists at the time a Lender is an Affected Lender, then: (i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (xi) first, prepay such unallocable Swingline Exposure Loan or deposit with the Swingline Lender cash collateral in the amount of the Affected Lender’s Pro Rata Share of such Swingline Loan and (yii) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to cash collateralize such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) LC Exposure in accordance with the procedures set forth in Section 2.03(h2.6(j) for so long as such there shall be any Available Amount of outstanding Letters of CreditLC Exposure is outstanding; (iiib) if subject to the Ratable Share provisions of the Available Amount of outstanding Letters of Credit and Section 2.21(c), the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay fund any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Swingline Loan and no Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed required to have requested that issue, amend or increase any Facility LC unless cash collateral has been provided by the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Borrower in accordance with Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement2.21(a); and (ec) subject notwithstanding the provisions of Sections 2.21(a) and (b), if within one (1) Business Day following Administrative Agent’s notice under Section 2.21(a) Borrower shall by notice to Section 8.18Administrative Agent advise Administrative Agent that Borrower intends to effect the assignment by such Affected Lender of all of its right, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent title and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event interest under this Agreement to a Person that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that is not an Affected Lender has adequately remedied all matters that caused such Lender (subject to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Sharethe provisions of Section 9.4), the date by which Borrower shall be required to comply with the provisions of Sections 2.21(a) and (b) shall be extended to the 45th day after the date of Administrative Agent’s notice; provided, however, that such extension shall not extend the date by which Borrower is obligated to repay Swingline Loans or cash collateralize Facility LCs pursuant to any other provisions of this Agreement. In addition, at such time as the An Affected Lender is replaced by another Lender pursuant shall not be obligated to assign its interest under this Agreement except to the extent that the provisions of Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply2.19(b) require an assignment.

Affected Lenders. Notwithstanding any provision Without the written consent of this Agreement to the contraryeach Borrower, if any each Guarantor and each Lender becomes an Affected Lender, then the following provisions shall apply for so long as such Lender is an Affected Lenderdirectly affected thereby: (a) fees shall cease to accrue reduce or forgive the principal amount of any portion of the Loans or Reimbursement Obligations, or reduce the rate of interest on any portion of the Loans or the amount of the Unused Commitment Facility Fee or Letter of such Affected Lender Credit Fees (other than interest accruing pursuant to Section 2.04(a6.12 following the effective date of any waiver by the Required Lenders of the Event of Default relating thereto); (b) increase the amount of the Total Commitment or any Lender’s Revolving Credit Loan Commitment and Advances or Term Loan Commitment (except upon an assignment in accordance with the terms of such Affected Lender shall not be included in determining whether Section 17) or extend the Required Lenders have taken expiration date of the Total Commitment or may take any action hereunder (including any consent to any amendment Lender’s Revolving Loan Commitment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affectedTerm Loan Commitment; (c) if postpone or extend either the Revolver Maturity Date or the Term Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, any portion of the Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender or waive any Event of Default relating thereto (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: it being understood that (i) so long as no Default or Event of Default has occurred and is continuing, all or any part a waiver of the Available Amount of all such Letters of Credit and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that with respect to each non-Affected Lender the sum of (A) the aggregate principal amount of all Revolving Advances made by such non-Affected Lender (in its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) application of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline ExposureDefault Rate, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, any vote to accelerate or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Affected Lender’s Ratable Share of the Available Amount of outstanding Letters of Credit (after giving effect to rescind any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders acceleration made pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion 11.2.1 of such Affected Lender Share pursuant to clause (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under Section 2.04(b) with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely amounts owing with respect to any fronting feeportion of the Loans and other Obligations and (iii) with respect any modifications of the provisions relating to such Affected Lender’s Affected Lender Share during amounts or timing of prepayments of portion of the period such Affected Lender’s Affected Lender Share is Cash CollateralizedLoans and other Obligations shall require only the approval of the Required Lenders); (d) release the Borrowers from any Obligations consisting of principal, interest, fees, reimbursement obligations, expenses, or indemnities, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranties (excluding, if either Borrower, any Guarantor or any of their Subsidiaries becomes a debtor under the Bankruptcy Code, the release of “cash collateral,” as defined in Section 363(a) of the Bankruptcy Code pursuant to a cash collateral stipulation with the extent debtor approved by the Agent receives any payments or other amounts for the account of an Affected Lender under this AgreementRequired Lenders); provided, such Affected Lender shall be deemed to have requested however, that the Agent use such payment release or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(csale of Collateral in connection with (i) an exercise of remedies or Section 2.03A(c(ii) or L/C Advance or any other unfunded payment obligation credit bidding of such Affected Lender under this Agreementthe Obligations shall require only the consent of the Required Lenders; and (e) subject amend any provision of this Credit Agreement calling for the pro rata application of funds to Section 8.18, for any Creditor Parties; For the avoidance of doubt, sales or other dispositions of Collateral that are not prohibited, or are expressly permitted, pursuant to the Borrowerterms of Section 10.5 shall not require consent from the Administrative Agent or from any Lender, each Issuing Bankand the Administrative Agent shall be permitted to, and shall upon any such permitted sale or other disposition, release its lien on such Collateral in order to permit the applicable Borrower or Guarantor to effect such sale or other disposition. Additionally, notwithstanding the foregoing provisions of this Section 23.1.1, the Swingline Lender, the Agent and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied sale of all matters that caused such Lender to be an Affected Lender, then the Ratable Shares or a material asset of a Line of Business (but less than all or substantially all of the Lenders Collateral) shall be readjusted to reflect not require the inclusion consent of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of more than the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer applyRequired Lenders.

Affected Lenders. Notwithstanding any provision Within thirty (30) days after receipt by Borrower of this Agreement to the contrary, if written notice and demand from any Lender becomes (an “Affected Lender”) for payment of additional amounts or increased costs as provided in Sections 2.7 or 2.8, then the following provisions shall apply for so long as such Lender is an Affected Lender: (a) fees shall cease to accrue on the Unused Commitment of Borrower may, at its option, notify Agent and such Affected Lender pursuant of its intention to Section 2.04(a); (b) replace the Revolving Credit Commitment and Advances of such Affected Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01), other than any waiver, amendment or modification requiring the consent of all Lenders or of each Lender affected; (c) if (x) there shall be any Available Amount under any outstanding Letter of Credit or (y) any Swingline Exposure shall exist during any time a Lender is an Affected Lender, then: (i) so . So long as no Default or Event of Default has occurred and is continuing, all or any part Borrower, with the consent of Agent, may obtain, at Borrower’s expense, a replacement Lender (“Replacement Lender”) for the Available Amount Affected Lender, which Replacement Lender must be reasonably satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all such Letters of Credit Loans held by the Affected Lender and Swingline Exposure shall be reallocated among the non-Affected Lenders in accordance with their respective Ratable Shares (disregarding any Affected Lender’s Revolving Credit Commitment) but only to the extent that all accrued interest and fees with respect thereto through the date of such sale, and such assignment shall not require the payment of an assignment fee to each non-Agent; provided, that Borrower shall have reimbursed such Affected Lender for the sum additional amounts or increased costs that it is entitled to receive under this Agreement through the date of (A) such sale and assignment. Notwithstanding the aggregate principal amount of all Revolving Advances made by such non-foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender (in rescinds its capacity as a Lender) and outstanding at such time plus (B) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) demand for increased costs or additional amounts within 15 days following its receipt of the outstanding L/C Obligations plus (C) such non-Affected Lender’s Ratable Share (after giving effect to the reallocation contemplated in this Section 2.19(c)(i)) of the outstanding Swingline Exposure, does not exceed such non-Affected Lender’s Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent (x) first, prepay such unallocable Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding notice of intention to replace such Affected Lender’s Ratable Share . Furthermore, if Borrower gives a notice of the Available Amount of outstanding Letters of Credit (after giving effect intention to any partial reallocation pursuant to clause (i) above) (the “Affected Lender Share”) in accordance with the procedures set forth in Section 2.03(h) for replace and does not so long as such there shall be any Available Amount of outstanding Letters of Credit; (iii) if the Ratable Share of the Available Amount of outstanding Letters of Credit and the Swingline Exposure of the non-Affected Lenders is reallocated pursuant to this Section 2.19(c), then the fees payable to the Lenders pursuant to Section 2.04(a) and Section 2.04(b) shall be adjusted in accordance with such non-Affected Lenders’ Ratable Shares; (iv) if any Affected Lender Share is not reallocated pursuant to clause (i) above and if the Borrower fails to Cash Collateralize any portion of replace such Affected Lender Share pursuant to clause within ninety (ii90) abovedays thereafter, then, without prejudice to any Borrower’s rights or remedies of any Issuing Bank or any Lender hereunder, the fee payable under this Section 2.04(b) 2.11 shall terminate with respect to such Affected Lender Share shall be payable to the Issuing Bank until such Affected Lender Share is reallocated; and (v) if the Borrower Cash Collateralizes any portion of any Affected Lender Share pursuant to clause (ii) above, the and Borrower shall not be required to promptly pay any fees to all increased costs or additional amounts demanded by such Affected Lender pursuant to Section 2.04(b)(i) or the applicable Issuing Bank pursuant to Section 2.04(b)(ii) (solely with respect to any fronting fee) with respect to such Affected Lender’s Affected Lender Share during the period such Affected Lender’s Affected Lender Share is Cash Collateralized; (d) to the extent the Agent receives any payments or other amounts for the account of an Affected Lender under this Agreement, such Affected Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Affected Lender’s previously unsatisfied obligations to fund a Revolving Advance under Section 2.03(c) or Section 2.03A(c) or L/C Advance or any other unfunded payment obligation of such Affected Lender under this Agreement; and (e) subject to Section 8.18, for the avoidance of doubt, the Borrower, each Issuing Bank, the Swingline Lender, the Agent Sections 2.7 and each other Lender shall retain and reserve its other rights and remedies respecting each Affected Lender. In the event that the Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that an Affected Lender has adequately remedied all matters that caused such Lender to be an Affected Lender, then the Ratable Shares of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Ratable Share. In addition, at such time as the Affected Lender is replaced by another Lender pursuant to Section 2.20, the Ratable Shares of the Lenders will be readjusted to reflect the inclusion of the replacing Lender’s Commitment in accordance with Section 2.20. In either such case, this Section 2.19 will no longer apply2.8.