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 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 ▇▇▇▇▇▇’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 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 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 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 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 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 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 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 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 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.