Common use of Defaulted Lenders Clause in Contracts

Defaulted Lenders. The failure of any Defaulted Lender to make any Revolving Loan or any payment required by it hereunder shall not relieve any other Lender of its obligations to make such Revolving Loan or payment, but neither any Lender nor Agent shall be responsible for the failure of any Defaulted Lender to make a Revolving Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “Lender” (or be included in the calculation of “Required Lenders” hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s request, Agent in its sole and absolute discretion, or a Person specified by Borrower and reasonably acceptable to Agent, shall have the right to purchase from any Defaulted Lender, and each Defaulted Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the lending commitments and commitment interests of that Defaulted Lender for an amount equal to the principal balance of all Loans held by such Defaulted Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that Borrower shall have notified Agent of its desire to substitute a replacement Lender for a Defaulted Lender and Agent shall have consented to such substitute or replacement Lender, Defaulted Lender shall be required to sell all of its lending commitments and commitment interests to such replacement Lender in accordance with the terms herein notwithstanding such Defaulted Lender’s subsequent cure of its defaults hereunder.

Defaulted Lenders. The failure of any Defaulted Lender to make any Revolving Loan or any payment required by it hereunder shall not relieve any other Lender of its obligations to make such Revolving Loan or payment, but neither any Lender nor Agent shall be responsible for the failure of any Defaulted Lender to make a Revolving Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “Lender” (or be included in the calculation of “Required Lenders” hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s the Borrowers’ request, Agent in its sole and absolute discretion, or a Person specified by Borrower and reasonably acceptable to Agent, Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulted Lender, and each Defaulted Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the lending commitments and commitment interests of that Defaulted Lender for an amount equal to the principal balance of all Loans held by such Defaulted Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that Borrower shall have notified Agent of its desire to substitute a replacement Lender for a Defaulted Lender and Agent shall have consented to such substitute or replacement Lender, Defaulted Lender shall be required to sell all of its lending commitments and commitment interests to such replacement Lender in accordance with the terms herein notwithstanding such Defaulted Lender’s subsequent cure of its defaults hereunder.

Defaulted Lenders. The failure of any Defaulted Lender to make any Revolving Loan or any payment required by it hereunder shall not relieve any other Lender of its obligations to make such Revolving Loan or payment, but neither any Lender nor Agent shall be responsible for the failure of any Defaulted Lender to make a Revolving Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “Lender” (or be included in the calculation of “Required Lenders” hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s Borrowers’ request, Agent in its sole and absolute discretion, or a Person specified by Borrower and reasonably acceptable to Agent, Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulted Lender, and each Defaulted Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the lending commitments and commitment interests of that Defaulted Lender for an amount equal to the principal balance of all Loans held by such Defaulted Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that Borrower shall have notified Agent of its desire to substitute a replacement Lender for a Defaulted Lender and Agent shall have consented to such substitute or replacement Lender, Defaulted Lender shall be required to sell all of its lending commitments and commitment interests to such replacement Lender in accordance with the terms herein notwithstanding such Defaulted Lender’s subsequent cure of its defaults hereunder.

Defaulted Lenders. (i) The failure of any Defaulted Lender to make any Revolving Loan or any payment required by it hereunder shall not relieve any other Lender of its obligations to make such Revolving Loan or payment, but neither any other Lender nor Agent shall be responsible for the failure of any Defaulted Lender to make a Revolving Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “"Lender” " (or be included in the calculation of “"Required Lenders” " hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s request, Agent . (ii) During any period in its sole and absolute discretion, or which there is a Person specified by Borrower and reasonably acceptable to Agent, shall have the right to purchase from any Defaulted Lender, and for purposes of computing the amount of the obligation of each non-Defaulted Lender agrees that it shallto acquire, at Agent’s request, sell and assign to Agent refinance or such Person, all fund participations in Letters of the lending commitments and commitment interests of that Defaulted Lender for an amount equal to the principal balance of all Loans held by such Defaulted Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated Credit pursuant to an executed Assignment Agreement. In Section 2.5(f), the event that Borrower shall have notified Agent Pro Rata Share of its desire to substitute a replacement Lender for a Defaulted Lender and Agent shall have consented to such substitute or replacement Lender, each non-Defaulted Lender shall be required computed without giving effect to sell all the Revolving Loan Commitment Amount of its lending commitments that Defaulted Lender; provided that the aggregate obligation of each non-Defaulted Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of (a) the Revolving Loan Commitment of that non-Defaulted Lender minus (b) the aggregate outstanding amount of the Revolving Loans of such non-Defaulted Lender. (iii) If Borrower Representative, Agent, and commitment interests LC Issuer agree in writing in their sole discretion that a Defaulted Lender’s defaulted obligations have been cured, Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such replacement Lender other actions as Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit to be held by the Lenders in accordance with the terms herein notwithstanding such their Pro Rata Share (without giving effect to clause (ii) of this Section 11.13(d)), whereupon that Lender will cease to be a Defaulted Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Credit Parties while that Lender was a Defaulted Lender; and provided further that except to the extent otherwise expressly agreed to by the affected parties, no change hereunder from Defaulted Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s subsequent cure of its defaults hereunder.having been a Defaulted Lender

Defaulted Lenders. The failure of any Defaulted Lender to make any Revolving Loan or any payment required by it hereunder shall not relieve any other Lender of its obligations to make such Revolving Loan or payment, but neither any Lender nor Agent shall be responsible for the failure of any Defaulted Lender to make a Revolving Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “"Lender” " (or be included in the calculation of “Required Lenders” Lenders hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s 's request, Agent in its sole and absolute discretion, or a Person specified by Borrower and reasonably acceptable to Agent, Agent shall have the right with Agent's consent and in Agent's sole discretion (but shall have no obligation) to purchase from any Defaulted Lender, and each Defaulted Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such Person, all of the lending commitments and commitment interests of that Defaulted Lender for an amount equal to the principal balance of all Loans held by such Defaulted Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that Borrower shall have notified Agent of its desire to substitute a replacement Lender for a Defaulted Lender and Agent shall have consented to such substitute or replacement Lender, Defaulted Lender shall be required to sell all of its lending commitments and commitment interests to such replacement Lender in accordance with the terms herein notwithstanding such Defaulted Lender’s subsequent cure of its defaults hereunder.

Defaulted Lenders. Administrative Agent shall not be obligated to transfer to a Defaulted Lender any payments made by the Borrowers to Administrative Agent for the Defaulted Lender’s benefit or any collections out of the Collateral or proceeds of Collateral that would otherwise be remitted hereunder to the Defaulted Lender, and, in the absence of such transfer to the Defaulted Lender, Administrative Agent shall transfer any such payments (i) first, to the Issuing Lender, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, repaid by the Defaulted Lender, (ii) second, to each non-Defaulted Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulted Lender’s portion of a Revolving Loan (or other funding obligation) was funded by such other non-Defaulted Lender), (iii) third, to a suspense account maintained by Administrative Agent, the proceeds of which shall be retained by Administrative Agent and may be made available to be re-advanced to or for the benefit of the Borrowers as if such Defaulted Lender had made its portion of Revolving Loans (or other funding obligations) hereunder, and (iv) from and after the date on which all other Obligations have been paid in full, to such Defaulted Lender. Subject to the foregoing, Administrative Agent may hold and, in its Permitted Discretion, re-lend to the Borrowers for the account of such Defaulted Lender the amount of all such payments received and retained by Administrative Agent for the account of such Defaulted Lender. Each Defaulted Lender agrees that all payments made by the Borrowers for any Loans shall be deemed to be made to all Lenders in accordance with their Pro Rata Share and no Defaulted Lender shall have a direct cause of action against the Borrowers for payments made to Administrative Agent that Administrative Agent has not paid over or credited to Defaulted Lender due to the terms of this Agreement. Solely for the purposes of voting or consenting to matters with respect to the Credit Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 3.02, such Defaulted Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. The failure provisions of this Section 2.02(f) shall remain effective with respect to such Defaulted Lender until the earlier of (A) the date on which the non-Defaulted Lenders, Administrative Agent, and the Administrative Borrower shall have waived, in writing, the application of this Section 2.02(f) to such Defaulted Lender, or (B) the date on which such Defaulted Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Administrative Agent all amounts owing by Defaulted Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Administrative Agent, provides adequate assurance of its ability to perform its future obligations hereunder. The operation of this Section 2.02(f) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulted Lender to make any Revolving Loan or any payment required by it hereunder shall not relieve any other Lender of its duties and obligations hereunder, or to make relieve or excuse the performance by the Borrowers of their duties and obligations hereunder to Administrative Agent or to the Lenders other than such Revolving Loan or payment, but neither any Lender nor Agent shall be responsible for the Defaulted Lender. Any failure of any by a Defaulted Lender to make fund amounts that it was obligated to fund hereunder shall constitute a Revolving Loan or make material breach by such Defaulted Lender of this Agreement and shall entitle the Borrowers, at their option, upon written notice to Administrative Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulted Lender, such substitute Lender to be reasonably acceptable to Administrative Agent. In connection with the arrangement of such a substitute Lender, the Defaulted Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of the Letters of Credit); provided, however, that any other payment required hereunder. Notwithstanding anything set forth herein to such assumption of the contrary, a Commitment of such Defaulted Lender shall not have any voting or consent rights under or with respect be deemed to any Financing Document or constitute a “Lender” (or be included in the calculation waiver of “Required Lenders” hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s request, Agent in its sole and absolute discretion, or a Person specified by Borrower and reasonably acceptable to Agent, shall have the right to purchase from any Defaulted Lender, and each Defaulted Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the lending commitments and commitment interests of that Defaulted Lender for an amount equal to Lender’s or the principal balance of all Loans held by Borrowers’ rights or remedies against any such Defaulted Lender and all accrued interest and fees with respect thereto through the date arising out of sale, or in relation to such purchase and sale failure to be consummated pursuant to an executed Assignment Agreementfund. In the event of a direct conflict between the priority provisions of this Section 2.02(f) and any other provision contained in this Agreement or any other Credit Document, it is the intention of the parties hereto that Borrower shall have notified Agent such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of its desire to substitute a replacement Lender for a Defaulted Lender and Agent shall have consented to such substitute or replacement Lenderany actual, Defaulted Lender shall irreconcilable conflict that cannot be required to sell all of its lending commitments and commitment interests to such replacement Lender in accordance with resolved as aforesaid, the terms herein notwithstanding such Defaulted Lender’s subsequent cure and provisions of its defaults hereunderthis Section 2.02(f) shall control and govern.

Defaulted Lenders. The failure of any Defaulted Lender to make any Revolving Loan or any payment required by it hereunder shall not relieve any other Lender of its obligations to make such Revolving Loan or payment, but neither any Lender nor either Agent shall be responsible for the failure of any Defaulted Lender to make a Revolving Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “"Lender” " (or be included in the calculation of “"Required Lenders” " hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s the Borrowers' request, Administrative Agent in its sole and absolute discretion, or a Person specified by Borrower and reasonably acceptable to Agent, Administrative Agent shall have the right with Administrative Agent's consent and in Administrative Agent's sole discretion (but shall have no obligation) to purchase from any Defaulted Lender, and each Defaulted Lender agrees that it shall, at Administrative Agent’s 's request, sell and assign to Administrative Agent or such Person, all of the lending commitments and commitment interests of that Defaulted Lender for an amount equal to the principal balance of all Second Lien Term Loans held by such Defaulted Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that Borrower shall have notified Agent of its desire to substitute a replacement Lender for a Defaulted Lender and Agent shall have consented to such substitute or replacement Lender, Defaulted Lender shall be required to sell all of its lending commitments and commitment interests to such replacement Lender in accordance with the terms herein notwithstanding such Defaulted Lender’s subsequent cure of its defaults hereunder.

Defaulted Lenders. Administrative Agent shall not be obligated to transfer to a Defaulted Lender any payments made by the Borrower to Administrative Agent for the Defaulted Lender’s benefit or any collections out of the Collateral or proceeds of Collateral that would otherwise be remitted hereunder to the Defaulted Lender, and, in the absence of such transfer to the Defaulted Lender, Administrative Agent shall transfer any such payments (i) first, to the Issuing Lender, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, repaid by the Defaulted Lender, (ii) second, to each non-Defaulted Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulted Lender’s portion of a Revolving Loan (or other funding obligation) was funded by such other non-Defaulted Lender), (iii) third, to a suspense account maintained by Administrative Agent, the proceeds of which shall be retained by Administrative Agent and may be made available to be re-advanced to or for the benefit of the Borrower as if such Defaulted Lender had made its portion of Revolving Loans (or other funding obligations) hereunder, and (iv) from and after the date on which all other Obligations have been paid in full, to such Defaulted Lender. Subject to the foregoing, Administrative Agent may hold and, in its Permitted Discretion, re-lend to the Borrower for the account of such Defaulted Lender the amount of all such payments received and retained by Administrative Agent for the account of such Defaulted Lender. Each Defaulted Lender agrees that all payments made by the Borrower for any Loans shall be deemed to be made to all Lenders in accordance with their Pro Rata Share and no Defaulted Lender shall have a direct cause of action against the Borrower for payments made to Administrative Agent that Administrative Agent has not paid over or credited to Defaulted Lender due to the terms of this Agreement. Solely for the purposes of voting or consenting to matters with respect to the Credit Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 3.02, such Defaulted Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. The failure provisions of this Section 2.02(f) shall remain effective with respect to such Defaulted Lender until the earlier of (A) the date on which the non-Defaulted Lenders, Administrative Agent, and the Borrower shall have waived, in writing, the application of this Section 2.02(f) to such Defaulted Lender, or (B) the date on which such Defaulted Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Administrative Agent all amounts owing by Defaulted Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Administrative Agent, provides adequate assurance of its ability to perform its future obligations hereunder. The operation of this Section 2.02(f) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulted Lender to make any Revolving Loan or any payment required by it hereunder shall not relieve any other Lender of its duties and obligations hereunder, or to make relieve or excuse the performance by the Borrower of their duties and obligations hereunder to Administrative Agent or to the Lenders other than such Revolving Loan or payment, but neither any Lender nor Agent shall be responsible for the Defaulted Lender. Any failure of any by a Defaulted Lender to make fund amounts that it was obligated to fund hereunder shall constitute a Revolving Loan or make material breach by such Defaulted Lender of this Agreement and shall entitle the Borrower, at its option, upon written notice to Administrative Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulted Lender, such substitute Lender to be reasonably acceptable to Administrative Agent. In connection with the arrangement of such a substitute Lender, the Defaulted Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of the Letters of Credit); provided, however, that any other payment required hereunder. Notwithstanding anything set forth herein to such assumption of the contrary, a Commitment of such Defaulted Lender shall not have any voting or consent rights under or with respect be deemed to any Financing Document or constitute a “waiver of any of the Lender” (’s or be included in the calculation of “Required Lenders” hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s request, Agent in its sole and absolute discretion, rights or a Person specified by Borrower and reasonably acceptable to Agent, shall have the right to purchase from remedies against any Defaulted Lender, and each Defaulted Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the lending commitments and commitment interests of that Defaulted Lender for an amount equal to the principal balance of all Loans held by such Defaulted Lender and all accrued interest and fees with respect thereto through the date arising out of sale, or in relation to such purchase and sale failure to be consummated pursuant to an executed Assignment Agreementfund. In the event of a direct conflict between the priority provisions of this Section 2.02(f) and any other provision contained in this Agreement or any other Credit Document, it is the intention of the parties hereto that Borrower shall have notified Agent such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of its desire to substitute a replacement Lender for a Defaulted Lender and Agent shall have consented to such substitute or replacement Lenderany actual, Defaulted Lender shall irreconcilable conflict that cannot be required to sell all of its lending commitments and commitment interests to such replacement Lender in accordance with resolved as aforesaid, the terms herein notwithstanding such Defaulted Lender’s subsequent cure and provisions of its defaults hereunderthis Section 2.02(f) shall control and govern.

Defaulted Lenders. Administrative Agent shall not be obligated to transfer to a Defaulted Lender any payments made by the Borrowers to Administrative Agent for the Defaulted Lender’s benefit or any collections out of the Collateral or proceeds of Collateral that would otherwise be remitted hereunder to the Defaulted Lender, and, in the absence of such transfer to the Defaulted Lender, Administrative Agent shall transfer any such payments (i) first, to the Issuing Lender, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, repaid by the Defaulted Lender, (ii) second, to each non-Defaulted Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulted Lender’s portion of a Revolving Loan (or other funding obligation) was funded by such other non-Defaulted Lender), (iii) third, to a suspense account maintained by Administrative Agent, the proceeds of which shall be retained by Administrative Agent and may be made available to be re-advanced to or for the benefit of the Borrowers as if such Defaulted Lender had made its portion of Revolving Loans (or other funding obligations) hereunder, and (iv) from and after the date on which all other Obligations have been paid in full, to such Defaulted Lender. Subject to the foregoing, Administrative Agent may hold and, in its Permitted Discretion, re-lend to the Borrowers for the account of such Defaulted Lender the amount of all such payments received and retained by Administrative Agent for the account of such Defaulted Lender. Each Defaulted Xxxxxx agrees that all payments made by the Borrowers for any Loans shall be deemed to be made to all Lenders in accordance with their Pro Rata Share and no Defaulted Lender shall have a direct cause of action against the Borrowers for payments made to Administrative Agent that Administrative Agent has not paid over or credited to Defaulted Lender due to the terms of this Agreement. Solely for the purposes of voting or consenting to matters with respect to the Credit Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 3.02, such Defaulted Lender shall be deemed not to be a “Lender” and such Xxxxxx’s Commitment shall be deemed to be zero. The failure provisions of this Section 2.02(f) shall remain effective with respect to such Defaulted Lender until the earlier of (A) the date on which the non-Defaulted Lenders, Administrative Agent, and the Administrative Borrower shall have waived, in writing, the application of this Section 2.02(f) to such Defaulted Lender, or (B) the date on which such Defaulted Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Administrative Agent all amounts owing by Defaulted Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Administrative Agent, provides adequate assurance of its ability to perform its future obligations hereunder. The operation of this Section 2.02(f) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulted Lender to make any Revolving Loan or any payment required by it hereunder shall not relieve any other Lender of its duties and obligations hereunder, or to make relieve or excuse the performance by the Borrowers of their duties and obligations hereunder to Administrative Agent or to the Lenders other than such Revolving Loan or payment, but neither any Lender nor Agent shall be responsible for the Defaulted Lender. Any failure of any by a Defaulted Lender to make fund amounts that it was obligated to fund hereunder shall constitute a Revolving Loan or make material breach by such Defaulted Lender of this Agreement and shall entitle the Borrowers, at their option, upon written notice to Administrative Agent, to arrange for a substitute Xxxxxx to assume the Commitment of such Defaulted Lender, such substitute Lender to be ​ reasonably acceptable to Administrative Agent. In connection with the arrangement of such a substitute Xxxxxx, the Defaulted Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Xxxxxx (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of the Letters of Credit); provided, however, that any other payment required hereunder. Notwithstanding anything set forth herein to such assumption of the contrary, a Commitment of such Defaulted Lender shall not have any voting or consent rights under or with respect be deemed to any Financing Document or constitute a “Lender” (or be included in the calculation waiver of “Required Lenders” hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s request, Agent in its sole and absolute discretion, or a Person specified by Borrower and reasonably acceptable to Agent, shall have the right to purchase from any Defaulted Lender, and each Defaulted Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the lending commitments and commitment interests of that Defaulted Lender for an amount equal to Lender’s or the principal balance of all Loans held by Borrowers’ rights or remedies against any such Defaulted Lender and all accrued interest and fees with respect thereto through the date arising out of sale, or in relation to such purchase and sale failure to be consummated pursuant to an executed Assignment Agreementfund. In the event of a direct conflict between the priority provisions of this Section 2.02(f) and any other provision contained in this Agreement or any other Credit Document, it is the intention of the parties hereto that Borrower shall have notified Agent such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of its desire to substitute a replacement Lender for a Defaulted Lender and Agent shall have consented to such substitute or replacement Lenderany actual, Defaulted Lender shall irreconcilable conflict that cannot be required to sell all of its lending commitments and commitment interests to such replacement Lender in accordance with resolved as aforesaid, the terms herein notwithstanding such Defaulted Lender’s subsequent cure and provisions of its defaults hereunderthis Section 2.02(f) shall control and govern.

Defaulted Lenders. The failure of any Defaulted Lender to make any Revolving Loan or any payment required by it hereunder shall not relieve any other Lender of its obligations to make such Revolving Loan or payment, but neither any Lender nor Agent shall be responsible for the failure of any Defaulted Lender to make a Revolving Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “"Lender” " (or be included in the calculation of “"Required Lenders” " hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s 's request, Agent in its sole and absolute discretion, or a Person specified by Borrower and reasonably acceptable to Agent, Agent shall have the right with Agent's consent and in Agent's discretion (but shall have no obligation) to purchase from any Defaulted Lender, and each Defaulted Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such Person, all of the lending commitments and commitment interests of that Defaulted Lender for an amount equal to the principal balance of all Loans held by such Defaulted Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that Borrower shall have notified Agent of its desire to substitute a replacement Lender for a Defaulted Lender and Agent shall have consented to such substitute or replacement Lender, Defaulted Lender shall be required to sell all of its lending commitments and commitment interests to such replacement Lender in accordance with the terms herein notwithstanding such Defaulted Lender’s subsequent cure of its defaults hereunder.

Defaulted Lenders. The failure of any Defaulted Lender to make any Revolving Loan or any payment required by it hereunder shall not relieve any other Lender of its obligations to make such Revolving Loan or payment, but neither any Lender nor Agent shall be responsible for the failure of any Defaulted Lender to make a Revolving Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “"Lender” " (or be included in the calculation of “"Required Lenders” " hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s Borrower Representative's request, Agent in its sole and absolute discretion, or a Person specified by Borrower and reasonably acceptable to Agent, Agent shall have the right with Agent's consent and in Agent's sole discretion (but shall have no obligation) to purchase from any Defaulted Lender, and each Defaulted Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such Person, all of the lending commitments and commitment interests of that Defaulted Lender for an amount equal to the principal balance of all Loans held by such Defaulted Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that Borrower shall have notified Agent of its desire to substitute a replacement Lender for a Defaulted Lender and Agent shall have consented to such substitute or replacement Lender, Defaulted Lender shall be required to sell all of its lending commitments and commitment interests to such replacement Lender in accordance with the terms herein notwithstanding such Defaulted Lender’s subsequent cure of its defaults hereunder.

Defaulted Lenders. The failure of any Defaulted Lender to make any Revolving Loan or any payment required by it hereunder shall not relieve any other Lender of its obligations to make such Revolving Loan or payment, but neither any Lender nor Agent shall be responsible for the failure of any Defaulted Lender to make a Revolving Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “"Lender” " (or be included in the calculation of “"Required Lenders” " hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s the Borrowers' request, Agent in its sole and absolute discretion, or a Person specified by Borrower and reasonably acceptable to Agent, Agent shall have the right with Agent's consent and in Agent's sole discretion (but shall have no obligation) to purchase from any Defaulted Lender, and each Defaulted Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such Person, all of the lending commitments and commitment interests of that Defaulted Lender for an amount equal to the principal balance of all Loans held by such Defaulted Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that Borrower shall have notified Agent of its desire to substitute a replacement Lender for a Defaulted Lender and Agent shall have consented to such substitute or replacement Lender, Defaulted Lender shall be required to sell all of its lending commitments and commitment interests to such replacement Lender in accordance with the terms herein notwithstanding such Defaulted Lender’s subsequent cure of its defaults hereunder.