Common use of Defaulting Banks Clause in Contracts

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such the Applicant shall not be required to pay any participation fees to such Defaulting Bank will pursuant to Section 2.6 with respect to such Defaulting Bank’s Commitment; provided that if such Defaulting Bank’s Commitment is not cash collateralized pursuant to Section 2.16(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Bank hereunder, the participation fee payable under Section 2.6 with respect to such Defaulting Bank’s Commitment shall be payable to the Issuing Bank until such Commitment is cash collateralized pursuant to Section 2.15(c). For the avoidance of doubt, it is being understood that, the interest payable by the Applicant pursuant to Section 2.3 or Section 2.4 on LC Disbursements and Liquidity Advances shall continue to be payable to the applicable Banks, including the Defaulting Bank, to the extent the Defaulting Bank has funded its share of any such LC Disbursement or Liquidity Advance and would be entitled to such interest had it not become a Defaulting Bank; (b) the Commitment of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any fees accruing during such period action hereunder (including any consent to any amendment or waiver pursuant to Section 2.04 9.9), other than any waiver, amendment or modification requiring the consent of all Banks or of each affected Bank; (without prejudice c) the Applicant shall, within one Business Day following written notice from the Administrative Agent demanding the deposit of cash collateral pursuant to this Section 2.16, deposit in an account established by the rights Applicant with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Banks (the “Defaulting Bank Collateral Account”), an amount in cash which is, to the extent allowed by law, free and clear of all rights and claims of third parties equal to such Defaulting Bank’s Commitment for so long as such Commitment is outstanding; provided that (i) if at any time the Administrative Agent determines that the amount on deposit in the Defaulting Bank Collateral Account shall be less than such Defaulting Bank’s Commitment, the Administrative Agent may make demand on the Applicant to pay, and the Applicant will, within one Business Day after written notice from the Administrative Agent making such demand, pay to the Administrative Agent an amount equal to such deficiency, which funds shall be deposited in the Defaulting Bank Collateral Account, (ii) the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Defaulting Bank Collateral Account, (iii) other than Defaulting Banks in respect any interest earned on the investment of such feesdeposits, which investments shall be made at the option and sole discretion of the Administrative Agent, such deposits shall not bear interest and, subject to the provisions of this clause (c), interest or profits, if any, on such investments shall accumulate in such account, (iv) amounts held in the Defaulting Bank Collateral Account will be paid to the Issuing Bank from time to time as necessary to pay amounts owing to the Issuing Bank by the Defaulting Bank pursuant to Sections 2.2 and 2.5 hereof, (v) if the Applicant is required to provide an amount of cash collateral under this clause (c), such amount (to the extent not applied as aforesaid) shall be returned to the Applicant within three Business Days after a Defaulting Bank has been determined in accordance with the terms of this Section 2.16 to no longer be a Defaulting Bank or such Defaulting Bank has been replaced in accordance with Section 2.17 and (vi) amounts in such Defaulting Bank Collateral Account shall be repaid to the Applicant to the extent not required as collateral from time to time pursuant to the provisions of this clause (c); (id) Any amount paid by to the Borrowers extent the Administrative Agent receives any payments or otherwise received by the Agent other amounts for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid deemed to have requested that the Administrative Agent use such payment or other amount to fulfill such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were Bank’s previously unsatisfied obligations to fund a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account Liquidity Advance or any other unfunded payment obligation of such Defaulting Bank under this Agreement (whether on account of principalSections 2.2, interest, fees, indemnity 2.5 or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank9.3(b) hereof; and (de) for the avoidance of doubt, the Applicant shall retain and reserve its other rights and remedies respecting each Defaulting Bank. In the event that the Borrowers Administrative Agent, the Applicant and the Agent agree in writing in their discretion Issuing Bank each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as then this Section 2.16 shall no longer apply in respect of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a rehabilitated Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank that is a Defaulting Bank should no longer be deemed to be a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (ab) Such fees shall cease to accrue on the Available Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such feessubsection 2.4(a); (c) the Commitment and Loans of such Defaulting Bank shall not be included in determining whether all Banks, the Majority Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to subsection 10.1); provided that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank; and (d) if any L/C Obligations exist at the time a Bank becomes a Defaulting Bank then: (i) Any amount paid all or any part of such L/C Obligations shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages but only to the extent the sum of all non-Defaulting Banks’ Loans plus non-Defaulting Banks’ L/C Obligations plus such Defaulting Bank’s Commitment Percentage of the L/C Obligations does not exceed the total of all non-Defaulting Banks’ Commitments and, in the case of each non-Defaulting Bank and after giving effect to such reallocation, the Loans and L/C Obligations of any such non-Defaulting Bank do not exceed such non-Defaulting Bank’s Commitment; (ii) if (w) the reallocation described in clause (i) above cannot, or can only partially, be effected, then upon the written request of any Issuing Bank, the applicable Borrower shall deposit, within five Business Days after its receipt of such request, in a cash collateral account opened by the Borrowers or otherwise received Administrative Agent, cash in an amount requested in such notice, such amount not to exceed such Defaulting Bank’s Commitment Percentage of the L/C Obligations at the time of such request attributable to the Letters of Credit issued by the Agent such Issuing Bank for the account of such Borrower; (iii) amounts deposited pursuant to clause (ii) above at the request of any Issuing Bank shall be applied by the Administrative Agent to reimburse such Issuing Bank for any participations required to be funded by such Defaulting Bank; (iv) to the extent the Borrowers cash collateralize any portion of such Defaulting Bank’s L/C Obligations pursuant to clause (ii) above, the Borrowers shall not be required to pay any Letter of Credit fees pursuant to Section 2.26(c) to such Defaulting Bank with respect to such Defaulting Bank’s L/C Obligations during the period such Defaulting Bank’s L/C Obligations are cash collateralized; (v) if such Defaulting Bank’s L/C Obligations are reallocated pursuant to clause (i) above, then the Letter of Credit fees payable to the Banks shall be adjusted in accordance with such non-Defaulting Banks’ Commitment Percentages; (e) so long as any Bank is a Defaulting Bank, no Issuing Bank under this Agreement other than shall be required to issue, amend or increase any amounts representing principal Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the non-Defaulting Banks and/or cash collateral will be provided by the Company in accordance with Section 2.23(d), and participating interests in any such newly issued or interest increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with Section 2.26(d)(i) (and Defaulting Banks shall not participate therein); (f) any amount payable to such Defaulting Bank hereunder (whether on account of feesprincipal, indemnity payments interest, fees or other amounts not constituting principal or interestotherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to subsection 10.6 but excluding subsection 2.19) will not be paid or shall, in lieu of being distributed to such Defaulting Bank, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (and, subject to Section 2.18(d)) the termination any applicable requirements of the Commitments and payment in full of all obligations of the Borrowers hereunder and will law, be applied at such time or times as may be determined by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder, (ii) second, to payment of any amounts owing by such Defaulting Bank to an Issuing Bank, (iii) third, if so determined by the Administrative Agent or requested by an Issuing Bank, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any existing or future participating interest in any Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement and (v) fifth, if so determined by the Administrative Agent and the Company, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any Loans under this Agreement, second to the payment of post-default interest . The rights and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as remedies against a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or subsection 2.23 are in addition to other amounts), provided rights and remedies that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank Borrowers may have against such Defaulting Bank; and (d) . In the event and on the date that the Borrowers Administrative Agent, the Company and the Agent Issuing Banks each agree in writing in their discretion that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as L/C Obligations of the effective Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such (other adjustments than Competitive Loans) as the Administrative Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitments, whereupon its Commitment Percentage and such Bank will cease to shall no longer be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d2.17(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b2.17(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b2.17(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Commitment Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees2.5(a); (ib) Any amount paid by the Borrowers Commitment and Outstanding Credit Exposure of such Defaulting Bank shall not be included in determining whether the Majority Banks have taken or otherwise received by may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.1); provided, that this clause (b) shall not apply to the Agent for the account vote of a Defaulting Bank under in the case of an amendment, waiver or other modification requiring the consent of such Bank or each Bank affected thereby; (c) if any LC Obligations exist at the time a Bank becomes a Defaulting Bank then: (i) so long as no Default or Event of Default shall be continuing immediately before or after giving effect to such reallocation, all or any part of such LC Obligation shall be reallocated among the non-Defaulting Banks in accordance with their respective Pro Rata Share but only to the extent (x) the sum of all non-Defaulting Banks’ Outstanding Credit Exposure does not exceed the total of all non-Defaulting Banks’ Commitments, (y) no Bank’s Outstanding Credit Exposure shall exceed its Commitment and (z) the conditions set forth in Section 11.2 are satisfied at such time; (ii) if the reallocation described in subclause (i) above cannot, or can only partially, be effected, the Company shall within one (1) Business Day following notice by the Agent, cash collateralize for the benefit of the relevant LC Issuer such Defaulting Bank’s Pro Rata Share of the LC Obligations (after giving effect to any partial reallocation pursuant to subclause (i) above) in accordance with the procedures set forth in Section 9.2 for so long as such LC Obligation is outstanding; (iii) if the Company cash collateralizes any portion of such Defaulting Bank’s Pro Rata Share of the LC Obligations pursuant this Agreement other than clause (c), the Company shall not be required to pay any amounts representing principal fees to such Defaulting Bank pursuant to Section 3.4 with respect to such Defaulting Bank’s Pro Rata Share of the LC Obligations during the period such Defaulting Bank’s Pro Rata Share of the LC Obligations is cash collateralized; (iv) if the non-Defaulting Banks’ Pro Rata Share of the LC Obligations is reallocated pursuant to this clause (c), then the fees payable to the Banks pursuant to Section 2.5(a) and Section 3.4 shall be adjusted in accordance with such non-Defaulting Banks’ Pro Rata Shares; or (v) if any Defaulting Bank’s Pro Rata Share of the LC Obligations is neither reallocated nor cash collateralized pursuant to this clause (c), then, without prejudice to any rights or interest remedies of any LC Issuer or any Bank hereunder, all fees that otherwise would have been payable to such Defaulting Bank (whether on account solely with respect to the portion of fees, indemnity payments or other amounts not constituting principal or interestsuch Defaulting Bank’s Commitment that was utilized by such LC Obligations) will not be paid or distributed and LC Fees payable under Section 3.4 with respect to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination ’s Pro Rata Share of the Commitments and payment in full of all obligations of the Borrowers hereunder and will LC Obligations shall be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against applicable LC Issuer until such Defaulting Bank’s Pro Rata Share of the LC Obligation is cash collateralized and/or reallocated; and (d) so long as any Bank is a Defaulting Bank, no LC Issuer shall be required to issue or Modify any Facility LC, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks and/or cash collateral will be provided by the Company in accordance with clause (c) above, and participating interests in any such newly issued or Modified Facility LC shall be allocated among non-Defaulting Banks in a manner consistent with clause(c)(i) above (and Defaulting Banks shall not participate therein). (e) If (i) a Bankruptcy Event with respect to a Parent of any Bank shall occur following the date hereof and for so long as such event shall continue or (ii) any LC Issuer has a good faith belief that any Bank has defaulted in fulfilling its obligations under one or more other agreements in which such Bank commits to extend credit, such LC Issuer shall not be required to issue, amend or increase any Facility LC, unless such LC Issuer, as the case may be, shall have entered into arrangements with the Company or such Bank, satisfactory to such LC Issuer, as the case may be, to defease any risk to it in respect of such Bank hereunder. (f) In the event that the Borrowers Agent, the Company, and the Agent agree in writing in their discretion each LC Issuer each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as Banks’ Pro Rata Shares of the effective LC Obligations shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such other adjustments as the Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitmentsits Pro Rata Share of the Aggregate Commitment; provided, whereupon that if the Company cash collateralized any portion of such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf Pro Rata Share of the Borrowers while LC Obligations pursuant to Section 4.7(c), such Bank was a Defaulting Bank; and provided, further, that except cash shall be returned to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankCompany.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the Paying Agent shall deliver written notice to such effect, upon the Paying Agent’s obtaining knowledge of such event, to the Company and such Defaulting Bank, and the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Commitment Fees shall cease to accrue with respect to the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 2.4. (without prejudice b) The Commitment and Revolving Credit Exposure of such Defaulting Bank shall not be included in determining whether all Banks or the Majority Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.1), provided that any waiver, amendment or modification requiring the rights consent of all Banks or each affected Bank which would increase or extend the term of the Banks other than Defaulting Banks in respect Commitment of such fees);Defaulting Bank or which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank. (c) If any L/C Obligations exist at the time a Bank becomes a Defaulting Bank, then: (i) Any amount paid all or any part of such L/C Obligations shall be reallocated among the non-Defaulting Banks ratably in accordance with their respective Commitments but only to the extent that (x) the sum of all non-Defaulting Banks’ Revolving Credit Exposures does not then exceed the total of all non-Defaulting Banks’ Commitments, (y) no non-Defaulting Bank’s Revolving Credit Exposure then exceeds such non-Defaulting Bank’s Commitments and (z) the conditions set forth in Section 4.3 are satisfied at such time; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within one Business Day following notice by the Borrowers or otherwise received by Paying Agent cash collateralize the Agent percentage such Defaulting Bank’s Commitment represents of the Total Commitment of the L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 7.2 for so long as such L/C Obligations are outstanding; (iii) if the account Company cash collateralizes any portion of a such Defaulting Bank’s L/C Obligations pursuant to this Section 2.22(c), the Company shall not be required to pay any fees to such Defaulting Bank under pursuant to Section 3.3 with respect to such Defaulting Bank’s portion of the L/C Obligations during the period of such collateralization; (iv) if the L/C Obligations of the non-Defaulting Banks are reallocated pursuant to this Agreement other than Section 2.22(c), then the fees payable to the Banks pursuant to Section 3.3 shall be adjusted ratably in accordance with their respective Commitments; and (v) if any amounts representing principal Defaulting Bank’s L/C Obligations are neither cash collateralized nor reallocated pursuant to this Section 2.22(c), then, without prejudice to any rights or interest remedies of the applicable Issuing Bank or any Bank hereunder, all Commitment Fees that otherwise would have been payable to such Defaulting Bank (solely with respect to the portion of such Defaulting Bank’s Commitment that was utilized by such L/C Obligations) and letter of credit fees payable under Section 3.3 with respect to such Defaulting Bank’s L/C Obligations shall be payable to the applicable Issuing Bank until such L/C Obligations are cash collateralized and/or reallocated. (d) So long as any Bank is a Defaulting Bank, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks and/or cash collateral will be provided by the Company in accordance with Section 2.22(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with Section 2.22(c)(i) (and Defaulting Banks shall not participate therein). (e) Any amount payable to such Defaulting Bank hereunder (whether on account of feesprincipal, indemnity payments interest, fees or other otherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to Section 2.16, but excluding amounts not constituting principal or interestpayable pursuant to Section 2.23) will not be paid or shall, in lieu of being distributed to such Defaulting Bank, but will instead subject to any applicable requirements of law, be retained applied at such time or times as may be determined by the Paying Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)i) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agentfirst, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Paying Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Issuing Banks hereunder, (iii) third, if so determined by the Paying Agent or requested by an Issuing Bank, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any existing or future participating interest in any Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Paying Agent, (v) fifth, if so determined by the Paying Agent and the Company, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any Loans under this Agreement, second (vi) sixth, to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Banks or an Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Bank or such Issuing Bank against such Defaulting Banks, ratably among them in accordance with the amounts Bank as a result of such interest then due and payable to themDefaulting Bank’s breach of its obligations under this Agreement, third (vii) seventh, to the payment of fees then due and payable any amounts owing to the Non-Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank’s breach of other amounts then due and payable to the Non-Defaulting Banksits obligations under this Agreement, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder(viii) eighth, to pay amounts owing under this Agreement to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise direct. jurisdiction, provided, with respect to this clause (iiviii), that if such payment is (x) Any a prepayment of the principal amount of any Loans or reimbursement obligations in respect of any drafts paid by the Borrowers for the account an Issuing Bank under any Letters of Credit which a Defaulting Bank representing principal or interest payable to has funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.3 are satisfied, such Defaulting Bank payment shall be paid applied solely to such Defaulting Bank in prepay the same amounts Loans of, and in the same manner as if such Defaulting Bank were a Nonreimbursement obligations owed to, all non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ Banks pro rata prior notice to being applied to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release prepayment of any claim Loans, or reimbursement obligations owed to, any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) . In the event that the Borrowers Paying Agent, each Issuing Bank and the Agent agree in writing in their discretion Company each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, Bank or upon receipt by the Paying 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 amounts then held in the segregated account confirmation referred to in Section 2.18(b))clause (c) of the definition of “Defaulting Bank”, as applicable, then on such date such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such other adjustments as the Paying Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans ratably in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bankits Commitment.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long then, until such time as such Bank is no longer a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice , to the rights of the Banks other than Defaulting Banks in respect of such fees);extent permitted by applicable law: (i) Such Defaulting Bank’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Banks and in Section 9.07. (ii) Intentionally omitted. (iii) Any amount paid by the Borrowers payment of principal, interest, fees or otherwise other amounts received by the Administrative Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of feesvoluntary or mandatory, indemnity payments at maturity, pursuant to Section 7 or other amounts not constituting principal otherwise) shall be applied at such time or interest) will not times as may be paid or distributed to such Defaulting Bank, but will instead be retained determined by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agentas follows: first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Bank to fund Loans under this Agreement; fourth, second to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank against that Defaulting Banks, ratably among them in accordance with the amounts Bank as a result of such interest then due and payable to themDefaulting Bank’s breach of its obligations under this Agreement; fifth, third so long as no Default exists, to the payment of fees then due and payable any amounts owing to the Non-Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank’s breach of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all its obligations of the Borrowers hereunder, to pay amounts owing under this Agreement Agreement; and sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise directjurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Bank has not fully funded its appropriate share, and (B) such Loans were made at a time when the conditions set forth in Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Banks on a Pro Rata basis prior to being applied to the payment of any Loans of such Defaulting Bank. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank pursuant to this Section shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto. (iib) Any amount paid by If the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank is should no longer be deemed to be a Defaulting Bank, the Administrative 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 amounts then held in the segregated account referred to in Section 2.18(b))therein, such that Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances Loans of the other Banks and/or make or take such other adjustments actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks Loans to be held on a pro rata basis by the Banks in accordance with their respective CommitmentsPro Rata Shares (without giving effect to Section 2.21(a)(iii)), whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such that Bank’s having been a Defaulting Bank.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long then, until such time as such Bank is no longer a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice , to the rights of the Banks other than Defaulting Banks in respect of such fees);extent permitted by applicable law: (i) Such Defaulting Bank’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Banks and in Section 9.07. (ii) Fees shall cease to accrue on such Defaulting Bank’s Pro Rata Share of the average daily Unutilized Revolving Credit Commitment pursuant to Section 2.07(a). (iii) Any amount paid by the Borrowers payment of principal, interest, fees (other than any fees described in clause (ii) above) or otherwise other amounts received by the Administrative Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of feesvoluntary or mandatory, indemnity payments at maturity, pursuant to Section 7 or other amounts not constituting principal otherwise) shall be applied at such time or interest) will not times as may be paid or distributed to such Defaulting Bank, but will instead be retained determined by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agentas follows: first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Bank to any Issuing Bank or the Swingline Bank hereunder; third, if so determined by the Administrative Agent or requested by any Issuing Bank or the Swingline Bank, to be held as Cash Collateral for future funding obligations of such Defaulting Bank in respect of any participation in any Letter of Credit or Swingline Loan; fourth, as any Borrower may request (so long as no Default or Event of Default exists with respect to such Borrower), to the funding of any Loan for such Borrower in respect of which that Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Bank to fund Loans under this Agreement; sixth, second to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Defaulting Banks, ratably among them in accordance with the amounts Issuing Banks or the Swingline Bank as a result of any judgment of a court of competent jurisdiction obtained by any Bank, any Issuing Bank or the Swingline Bank against that Defaulting Bank as a result of such interest then due and payable Defaulting Bank’s breach of its obligations under this Agreement; seventh, so long as no Default exists with respect to themsuch Borrower, third to the payment of fees then due and payable any amounts owing to the Non-such Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank’s breach of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all its obligations of the Borrowers hereunder, to pay amounts owing under this Agreement Agreement; and eighth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise directjurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans or any Letter of Credit Exposure in respect of which such Defaulting Bank has not fully funded its appropriate share, and (B) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and obligations in respect of Letters of Credit owed to, all non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Loans of, or obligations in respect of Letters of Credit owed to, such Defaulting Bank. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post Cash Collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto. (iiiv) Any amount paid All or any part of such Defaulting Bank’s Letter of Credit Exposure and its Swingline Exposure shall automatically (effective on the day such Bank becomes a Defaulting Bank) be reallocated among the non-Defaulting Banks in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Bank’s Revolving Credit Commitment) but only to the extent that such reallocation does not cause the Revolving Credit Exposure of any non-Defaulting Bank to exceed such non-Defaulting Bank’s Revolving Credit Commitment. (v) If the reallocation described in clause (iv) above cannot, or can only partially, be effected, each Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within two (2) Business Days following notice by the Borrowers for Administrative Agent, (x) first, prepay Swingline Loans made to it in an amount equal to the account of Swingline Banks’ Fronting Exposure and (y) second, Cash Collateralize any Issuing Bank’s Fronting Exposure with respect to such Borrower in accordance with the procedures set forth in Section 3.08. (b) If the Borrowers, the Administrative Agent, the Issuing Banks and the Swingline Bank agree in writing in their sole discretion that a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not should no longer be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the Administrative 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 amounts then held in the segregated account referred to in Section 2.18(b)Cash Collateral), such that Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances Loans of the other Banks and/or make or take such other adjustments actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit Obligations of the Banks and Swingline Loans to be held on a pro rata basis by the Banks in accordance with their respective CommitmentsPro Rata Shares (without giving effect to Section 2.21(a)(iii)), whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers any Borrower while such that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such that Bank’s having been a Defaulting Bank.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (ab) Such fees shall cease to accrue on the Available Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such feessubsection 2.4(a); (c) the Commitment and Loans of such Defaulting Bank shall not be included in determining whether all Banks, the Majority Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to subsection 10.1); provided that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank; and (d) if any L/C Obligations exist at the time a Bank becomes a Defaulting Bank then: (i) Any amount paid all or any part of such L/C Obligations shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages but only to the extent (x) the sum of all non-Defaulting Banks’ Loans plus non-Defaulting Banks’ L/C Obligations plus such Defaulting Bank’s Commitment Percentage of the L/C Obligations does not exceed the total of all non-Defaulting Banks’ Commitments and, in the case of each non-Defaulting Bank and after giving effect to such reallocation, the Loans and L/C Obligations of any such non-Defaulting Bank do not exceed such non-Defaulting Bank’s Commitment and (y) the conditions set forth in subsection 4.2 are satisfied at such time; (ii) if (w) the reallocation described in clause (i) above cannot, or can only partially, be effected, then upon the written request of any Issuing Bank, the applicable Borrower shall deposit, within five Business Days after its receipt of such request, in a cash collateral account opened by the Borrowers or otherwise received Administrative Agent, cash in an amount requested in such notice, such amount not to exceed such Defaulting Bank’s Commitment Percentage of the L/C Obligations at the time of such request attributable to the Letters of Credit issued by the Agent such Issuing Bank for the account of such Borrower; (iii) amounts deposited pursuant to clause (ii) above at the request of any Issuing Bank shall be applied by the Administrative Agent to reimburse such Issuing Bank for any participations required to be funded by such Defaulting Bank; (iv) to the extent the Borrowers cash collateralize any portion of such Defaulting Bank’s L/C Obligations pursuant to clause (ii) above, the Borrowers shall not be required to pay any Letter of Credit fees pursuant to Section 2.26(c) to such Defaulting Bank with respect to such Defaulting Bank’s L/C Obligations during the period such Defaulting Bank’s L/C Obligations are cash collateralized; (v) if such Defaulting Bank’s L/C Obligations are reallocated pursuant to clause (i) above, then the Letter of Credit fees payable to the Banks shall be adjusted in accordance with such non-Defaulting Banks’ Commitment Percentages; (e) so long as any Bank is a Defaulting Bank, no Issuing Bank under this Agreement other than shall be required to issue, amend or increase any amounts representing principal Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the non-Defaulting Banks and/or cash collateral will be provided by the Company in accordance with Section 2.23(d), and participating interests in any such newly issued or interest increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with Section 2.26(d)(i) (and Defaulting Banks shall not participate therein); (f) any amount payable to such Defaulting Bank hereunder (whether on account of feesprincipal, indemnity payments interest, fees or other amounts not constituting principal or interestotherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to subsection 10.6 but excluding subsection 2.19) will not be paid or shall, in lieu of being distributed to such Defaulting Bank, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (and, subject to Section 2.18(d)) the termination any applicable requirements of the Commitments and payment in full of all obligations of the Borrowers hereunder and will law, be applied at such time or times as may be determined by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder, (ii) second, to payment of any amounts owing by such Defaulting Bank to an Issuing Bank, (iii) third, if so determined by the Administrative Agent or requested by an Issuing Bank, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any existing or future participating interest in any Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement and (v) fifth, if so determined by the Administrative Agent and the Company, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any Loans under this Agreement, second to the payment of post-default interest . The rights and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as remedies against a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or subsection 2.23 are in addition to other amounts), provided rights and remedies that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank Borrowers may have against such Defaulting Bank; and (d) . In the event and on the date that the Borrowers Administrative Agent, the Company and the Agent Issuing Banks each agree in writing in their discretion that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as L/C Obligations of the effective Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such (other adjustments than Competitive Loans) as the Administrative Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitments, whereupon its Commitment Percentage and such Bank will cease to shall no longer be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 3.1 hereof; (without prejudice to b) if any Swing Line Loans shall be outstanding or any L/C Obligations shall exist at the rights of the Banks other than time a Bank becomes a Defaulting Banks in respect of such fees);Bank then: (i) Any amount paid all or any part of the unfunded participations in and commitments with respect to such Swing Line Loans and L/C Obligations of such Defaulting Bank shall be reallocated among the Non-Defaulting Banks in accordance with their respective Percentages but only to the extent that no Default or Event of Default has occurred and is continuing, and that as a result thereof (x) the sum of all Non-Defaulting Banks’ outstanding Loans plus such Defaulting Bank’s L/C Obligations and Swing Line Loans would not exceed the Non-Defaulting Banks’ existing Commitments and (y) the sum of each Non-Defaulting Bank’s outstanding Loans plus such Non-Defaulting Bank’s share under this clause (i) of such Defaulting Bank’s L/C Obligations and Swing Line Loans would not exceed such Non-Defaulting Bank’s existing Commitment; and (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 Borrowers Administrative Agent (x) first, prepay the outstanding Swing Line Loans that were not reallocated and (y) second, cash collateralize such Defaulting Bank’s L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth herein for so long as such L/C Obligations are outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Bank’s L/C Obligations pursuant to this Section 2.14(b), the Borrower shall not be required to pay any fees to such Defaulting Bank pursuant to Section 3.1 hereof with respect to such Defaulting Bank’s L/C Obligations during the period such Defaulting Bank’s L/C Obligations are cash collateralized; and (iv) if the L/C Obligations of the Non-Defaulting Banks are reallocated pursuant to this Section 2.14(b), then the fees payable to the Banks pursuant to Section 3.1 hereof shall be adjusted to give effect to such reallocations in accordance with such Non-Defaulting Banks’ Percentages; (c) so long as any Bank is a Defaulting Bank, no Issuing Agent shall be required to issue, amend or otherwise received increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Agent for Commitments of the account Non-Defaulting Banks (and/or cash collateralized in accordance with the terms hereof), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Banks in a manner consistent with Section 2.14(b)(i) hereof (and Defaulting Bank under this Agreement other than Banks shall not participate therein); and (d) any amounts representing principal or interest amount payable to such Defaulting Bank hereunder (whether on account of feesprincipal, indemnity payments interest, fees or other amounts not constituting principal or interestotherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to this Agreement) will not be paid or shall, in lieu of being distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination any applicable requirements of the Commitments and payment in full of all obligations of the Borrowers hereunder and will law, be applied by the Agent(i) first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent under this Agreementhereunder, second (ii) second, pro rata, to the payment of post-default interest and any amounts then current interest due and payable owing by such Defaulting Bank to any Issuing Agent or Swing Line Bank hereunder, (iii) third, in the event such Defaulting Bank’s L/C Obligations are cash collateralized under this Section 2.14 by the Borrower, then, if no Default or Event of Default then exists, to the Non-Defaulting Banks, ratably among them in accordance with the amounts Borrower as a return of its corresponding cash collateral deposits until all such interest then due and payable to them, third cash collateral has been returned to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting BanksBorrower, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder(iv) fourth, to pay amounts owing under this Agreement to such Defaulting Bank or Bank, or, in each case, as otherwise directed by a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) jurisdiction. In the event that the Borrowers Administrative Agent, the Borrower, the Swing Line Bank and the each Issuing Agent agree in writing in their discretion each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as Loans of the effective Banks shall be readjusted and reallocated to reflect the inclusion of such Bank’s Commitment and on such date specified such Bank shall purchase at par such of the Loans and participations in Letters of Credit and Swing Line Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such notice Bank to hold such Loans and subject participations in Letters of Credit and Swing Line Loans in accordance with its applicable Percentage after giving effect to any conditions such reallocation; provided, that, notwithstanding the foregoing, the Borrower must comply with all applicable terms hereof. Notwithstanding anything set forth therein (which may include arrangements herein to the contrary, a Defaulting Bank shall not have any voting or consent rights under or with respect to any amounts then Credit Documents or constitute a “Bank” for any voting or consent rights under or with respect to any Credit Document, in any matter requiring the consent of Required Banks. Moreover, for the purposes of determining Required Banks, the Loans and Commitments held in by Defaulting Banks shall be excluded from the segregated account referred to in Section 2.18(b))total Loans and Commitments outstanding. For purposes of clarification, such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis shall not lose its right to reflect the foregoing); provided that no adjustments will be made retroactively vote with respect to fees accrued or payments made by or on behalf matters set forth in clauses (i) and (ii) of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankSection 11.11 hereof.

Defaulting Banks. Notwithstanding (a) If at any provision of this Agreement time (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Advance to the contrary, if Borrower and (iii) the Borrower shall be required to make any Bank becomes a payment hereunder or under any Note to or for the account of such Defaulting Bank, then the following provisions shall apply for Borrower may, so long as no Event of Default shall have occurred and be continuing at such time and to the fullest extent permitted by applicable law, set off and otherwise apply the amount owed by the Borrower to or for the account of such Defaulting Bank against the obligation of such Defaulting Bank to make such Defaulted Advance. If the Borrower shall so set off and otherwise apply the amount owed by the Borrower to or for the account of such Defaulting Bank against the obligation of such Defaulting Bank to make any such Defaulted Advance on any date, the amount so set off and otherwise applied by the Borrower shall constitute for all purposes of this Agreement and the Notes an Advance by such Defaulting Bank made on the date of such setoff. Such Advance shall be a Base Rate Advance and shall be considered, for all purposes of this Agreement, to comprise part of the Borrowing in connection with which such Defaulted Advance was originally required to have been made pursuant to Section 2.01 or Section 2.03(a), as the case may be, even if the other Advances comprising such Borrowing shall be Eurocurrency Rate Advances on the date such Advance is a Defaulting Bank:deemed to be made pursuant to this Section 2.19 (a) Such The Borrower shall notify the Administrative Agent at any time the Borrower makes a setoff under this Section 2.19(a) and shall specify in such notice (A) the name of the Defaulting Bank will not and the Defaulted Advance required to be entitled to any fees accruing during made by such period pursuant to Section 2.04 Defaulting Bank and (without prejudice to B) the rights of the Banks other than Defaulting Banks amount set off and otherwise applied in respect of such feesDefaulted Advance pursuant to this Section 2.19(a);. Any part of such payment otherwise required to be made by the Borrower to or for the account of such Defaulting Bank that is paid by the Borrower, after giving effect to the amount set off and otherwise applied by the Borrower pursuant to this Section 2.19(a), shall be applied by the Administrative Agent as specified in Section 2.19(b) or 2.19(c). (b) If at any time (i) Any amount paid by any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Amount to the Borrowers Administrative Agent or otherwise received by any of the other Banks and (iii) the Borrower shall make any payment hereunder or under any Note to the Administrative Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead then the Administrative Agent may, on its behalf or on behalf of such other Banks and to the fullest extent permitted by applicable law, apply at such time the amount so paid by the Borrower to or for the account of such Defaulting Bank to the payment of each such Defaulted Amount to the extent required to pay such Defaulted Amount. If the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement and the Notes payment to such extent of such Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to such other Banks, ratably in accordance with their respective portions of such Defaulted Amounts payable at such time to the Administrative Agent and such other Banks and, if the amount of such payment made by the Borrower shall at any time be insufficient to pay all Defaulted Amounts owing at such time to the Administrative Agent and the other Banks, in the following order of priority: (A) first, to the Administrative Agent for any Defaulted Amounts owing to the Administrative Agent (solely in its capacity as Administrative Agent) at such time; and (B) second, to the other Banks for any Defaulted Amounts owing to the other Banks (solely in their capacity as Banks) at such time, ratably in accordance with such respective Defaulted Amounts owing to each other Bank (solely in its capacity as a segregated non-interest bearing Bank) at such time. Any part of such payment made by the Borrower for the account until (subject of such Defaulting Bank remaining, after giving effect to the amount applied by the Administrative Agent pursuant to this Section 2.18(d2.19(b)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will , shall be applied by the Administrative Agent as specified in Section 2.19(c). (c) If at any time, (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall not owe a Defaulted Advance or a Defaulted Amount and (iii) the Borrower, the Administrative Agent or any other Bank shall be required to pay or to distribute any amount hereunder or under any Note to or for the account of such Defaulting Bank, then the Borrower or such other Bank shall pay such amount to the Administrative Agent to be held by the Administrative Agent, to the fullest extent permitted by applicable law, in escrow or the Administrative Agent shall, to the making fullest extent permitted by applicable law, hold in escrow such amount otherwise held by it. Any funds held by the Administrative Agent in escrow under this Section 2.19(c) shall be deposited by the Administrative Agent in an account with Bank One, in the name and under the control of payments the Administrative Agent, but subject to the provisions of this Section 2.19(c). The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be Bank One's standard terms applicable to escrow accounts maintained with it. Any interest credited to such account from time to time shall be held by the Administrative Agent in escrow under, and applied by the Administrative Agent from time to time in accordance with the provisions of, this Section 2.19(c). The Administrative Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Bank and to pay any amount payable by such Defaulting Bank hereunder to the Administrative Agent or any other Bank, as and when such Advances or such amounts are required to be made or paid and, if the amount so held in escrow shall any time be insufficient to make and pay all such Advances and all such amounts required to be made or paid at such time, in the following order of priority: first : (A) first, to the payment of Administrative Agent for any amounts owing due and payable by such Defaulting Bank to the Administrative Agent under this Agreementhereunder (solely in its capacity as Administrative Agent) at such time; (B) second, second to the payment of post-default interest other Banks for any amounts due and then current interest payable by such Defaulting Bank to the other Banks hereunder (solely in their capacity as Banks) at such time, ratably in accordance with such respective amounts due and payable to the Non-Defaulting Bankseach other Bank (solely in its capacity as Bank) at such time; and (C) third, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable Borrower for any Advances required to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to be made by such Defaulting Bank or as pursuant to the Commitment of such Defaulting Bank at such time. If such Defaulting Bank shall, at any time, cease to be a court of competent jurisdiction may otherwise direct. (ii) Any amount paid Defaulting Bank, any funds held by the Borrowers for the account of a Defaulting Bank representing principal or interest payable Administrative Agent in escrow at such time with respect to such Defaulting Bank shall be paid distributed by the Administrative Agent to such Defaulting Bank in the same amounts and in the same manner as if applied by such Defaulting Bank were a Non-to the amounts owing to such Defaulting Bank;Bank at such time under this Agreement in accordance with the terms of this Agreement. (cd) The Borrowers may terminate the unused amount of the Commitment of rights and remedies against a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or Section 2.19 are in addition to other amounts), provided rights and remedies that the Borrower may have against such termination will not be deemed Defaulting Bank with respect to be a waiver or release of any claim any Borrower, Defaulted Advance and that the Administrative Agent or any other Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankDefaulted Amount.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such the Applicant shall not be required to pay any participation fees to such Defaulting Bank will pursuant to Section 2.6 with respect to such Defaulting Bank’s Commitment; provided that if such Defaulting Bank’s Commitment is not cash collateralized pursuant to Section 2.16(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Bank hereunder, the participation fee payable under Section 2.6 with respect to such Defaulting Bank’s Commitment shall be payable to the Issuing Bank until such Commitment is cash collateralized pursuant to Section 2.16(c). For the avoidance of doubt, it is being understood that, the interest payable by the Applicant pursuant to Section 2.3 or Section 2.4 on LC Disbursements and Liquidity Advances shall continue to be payable to the applicable Banks, including the Defaulting Bank, to the extent the Defaulting Bank has funded its share of any such LC Disbursement or Liquidity Advance and would be entitled to such interest had it not become a Defaulting Bank; (b) the Commitment of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any fees accruing during such period action hereunder (including any consent to any amendment or waiver pursuant to Section 2.04 8.9), other than any waiver, amendment or modification requiring the consent of all Banks or of each affected Bank; (without prejudice c) the Applicant shall, within one Business Day following written notice from the Administrative Agent demanding the deposit of cash collateral pursuant to this Section 2.16, deposit in an account established by the rights Applicant with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Banks (the “Defaulting Bank Collateral Account”), an amount in cash which is, to the extent allowed by law, free and clear of all rights and claims of third parties equal to such Defaulting Bank’s Commitment for so long as such Commitment is outstanding; provided that (i) if at any time the Administrative Agent determines that the amount on deposit in the Defaulting Bank Collateral Account shall be less than such Defaulting Bank’s Commitment, the Administrative Agent may make demand on the Applicant to pay, and the Applicant will, within one Business Day after written notice from the Administrative Agent making such demand, pay to the Administrative Agent an amount equal to such deficiency, which funds shall be deposited in the Defaulting Bank Collateral Account, (ii) the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Defaulting Bank Collateral Account, (iii) other than Defaulting Banks in respect any interest earned on the investment of such feesdeposits, which investments shall be made at the option and sole discretion of the Administrative Agent, such deposits shall not bear interest and, subject to the provisions of this clause (c), interest or profits, if any, on such investments shall accumulate in such account, (iv) amounts held in the Defaulting Bank Collateral Account will be paid to the Issuing Bank from time to time as necessary to pay amounts owing to the Issuing Bank by the Defaulting Bank pursuant to Sections 2.2 and 2.5 hereof, (v) if the Applicant is required to provide an amount of cash collateral under this clause (c), such amount (to the extent not applied as aforesaid) shall be returned to the Applicant within three Business Days after a Defaulting Bank has been determined in accordance with the terms of this Section 2.16 to no longer be a Defaulting Bank or such Defaulting Bank has been replaced in accordance with Section 2.17(b) and (vi) amounts in such Defaulting Bank Collateral Account shall be repaid to the Applicant to the extent not required as collateral from time to time pursuant to the provisions of this clause (c); (id) Any amount paid by to the Borrowers extent the Administrative Agent receives any payments or otherwise received by the Agent other amounts for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid deemed to have requested that the Administrative Agent use such payment or other amount to fulfill such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were Bank’s previously unsatisfied obligations to fund a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account Liquidity Advance or any other unfunded payment obligation of such Defaulting Bank under this Agreement (whether on account of principalSections 2.2, interest, fees, indemnity 2.5 or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank8.3(b) hereof; and (de) for the avoidance of doubt, the Applicant shall retain and reserve its other rights and remedies respecting each Defaulting Bank. In the event that the Borrowers Administrative Agent, the Applicant and the Agent agree in writing in their discretion Issuing Bank each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as then this Section 2.16 shall no longer apply in respect of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a rehabilitated Defaulting Bank.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long then, until such time as such Bank is no longer a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice , to the rights of the Banks other than Defaulting Banks in respect of such fees);extent permitted by applicable law: (i) Such Defaulting Bank’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Banks and in Section 9.07. (ii) Fees shall cease to accrue on such Defaulting Bank’s Pro Rata Share of the average daily Unutilized Revolving Credit Commitment pursuant to Section 2.07(a). (iii) Any amount paid by the Borrowers payment of principal, interest, fees (other than any fees described in clause (ii) above) or otherwise other amounts received by the Administrative Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of feesvoluntary or mandatory, indemnity payments at maturity, pursuant to Section 7 or other amounts not constituting principal otherwise) shall be applied at such time or interest) will not times as may be paid or distributed to such Defaulting Bank, but will instead be retained determined by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agentas follows: first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Bank to any Issuing Bank or the Swingline Bank hereunder; third, if so determined by the Administrative Agent or requested by any Issuing Bank or the Swingline Bank, to be held as Cash Collateral for future funding obligations of such Defaulting Bank in respect of any participation in any Letter of Credit or Swingline Loan; fourth, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Bank to fund Loans under this Agreement; sixth, second to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Defaulting Banks, ratably among them in accordance with the amounts Issuing Banks or the Swingline Bank as a result of any judgment of a court of competent jurisdiction obtained by any Bank, any Issuing Bank or the Swingline Bank against that Defaulting Bank as a result of such interest then due and payable to themDefaulting Bank’s breach of its obligations under this Agreement; seventh, third so long as no Default exists, to the payment of fees then due and payable any amounts owing to the Non-Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank’s breach of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all its obligations of the Borrowers hereunder, to pay amounts owing under this Agreement Agreement; and eighth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise directjurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans or any Letter of Credit Exposure in respect of which such Defaulting Bank has not fully funded its appropriate share, and (B) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and obligations in respect of Letters of Credit owed to, all non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Loans of, or obligations in respect of Letters of Credit owed to, such Defaulting Bank. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post Cash Collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto. (iiiv) Any amount paid All or any part of such Defaulting Bank’s Letter of Credit Exposure and its Swingline Exposure shall automatically (effective on the day such Bank becomes a Defaulting Bank) be reallocated among the non-Defaulting Banks in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Bank’s Revolving Credit Commitment) but only to the extent that (A) no Event of Default shall have occurred and be continuing (and, unless Borrower shall have otherwise notified the Administrative Agent at the time, Borrower shall be deemed to have represented and warranted that such condition is satisfied at such time), and (B) such reallocation does not cause the Revolving Credit Exposure of any non-Defaulting Bank to exceed such non-Defaulting Bank’s Revolving Credit Commitment. (v) If the reallocation described in clause (iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within two (2) Business Days following notice by the Borrowers for Administrative Agent, (x) first, prepay Swingline Loans in an amount equal to the account of Swingline Banks’ Fronting Exposure and (y) second, Cash Collateralize any Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 3.08. (b) If Borrower, the Administrative Agent, the Issuing Banks and the Swingline Bank agree in writing in their sole discretion that a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not should no longer be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the Administrative 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 amounts then held in the segregated account referred to in Section 2.18(b)Cash Collateral), such that Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances Loans of the other Banks and/or make or take such other adjustments actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit Obligations of the Banks and Swingline Loans to be held on a pro rata basis by the Banks in accordance with their respective CommitmentsPro Rata Shares (without giving effect to Section 2.21(a)(iii)), whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such that Bank’s having been a Defaulting Bank.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained herein, if the Maximum Credit Amount of a Defaulting Bank shall not be included in determining whether all Banks, the Majority Banks, the Required Banks or the Super Majority Banks have taken or may take any action hereunder (including approval of any redetermination of the Borrowing Base pursuant to Article IV and any consent to any amendment or waiver pursuant to Section 14.2); provided that, any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank; and provided further that in no event shall (i) the Commitment, Elected Commitment or Maximum Credit Amount of any Defaulting Bank be increased without the consent of such Defaulting Bank, or (ii) the Termination Date or any date fixed for any payment of interest on the Loans or any fees hereunder be postponed without the consent of such Defaulting Bank. (b) If any Bank shall fail to make any payment referenced in clause (a) of the definition of “Defaulting Bank”, then Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by Administrative Agent for the account of such Bank and for the benefit of Administrative Agent or the Letter of Credit Issuer to satisfy such Bank’s obligations hereunder until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Bank hereunder; in the case of each of (i) and (ii) above, in any order as determined by Administrative Agent in its discretion. (c) Borrower shall not be obligated to pay any Defaulting Bank’s ratable share of the fees described in Section 2.11, Section 2.12 or Section 2.13 (notwithstanding anything to the contrary in such sections) for the period commencing on the day such Defaulting Bank becomes a Defaulting Bank, then the following provisions shall apply Bank and continuing for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease continues to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Commitment Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees3.2(a); (ib) Any amount paid by the Borrowers Commitment and Outstanding Extensions of Credit of such Defaulting Bank shall not be included in determining whether all Banks (or otherwise received by each Bank) or the Agent for Majority Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.1); provided, that this clause (b) shall not apply to the account vote of a Defaulting Bank in the case of an amendment, waiver or other modification requiring the consent of such Bank or each Bank affected thereby if such Bank is an affected Bank; provided, further, that there shall not be any amendment, modification or waiver (i) of any provision of Section 4.2 or Section 10.1 in a manner that would alter the pro rata sharing of payments required thereby, or (ii) causing the reduction of the percentage specified in the definition of Majority Banks, or (iii) causing the consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement and the other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of feesLoan Documents, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by in each case without the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts consent of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate if any Swingline Exposure or L/C Obligations exist at the unused amount of the Commitment of time such Bank becomes a Defaulting Bank upon not less than three then; (3i) Business Days’ prior notice to all or any part of the Agent (which will promptly notify the Banks thereof), Swingline Exposure and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account L/C Exposure of such Defaulting Bank under this Agreement shall be reallocated (whether on account effective as of principalthe date such Bank becomes a Defaulting Bank) among the non-Defaulting Banks in accordance with their respective Revolving Percentages, interest, fees, indemnity or other amounts), provided that such termination will not be deemed but only to be a waiver or release the extent the sum of any claim any Borrower, the Agent or any Bank may have against all non-Defaulting Banks’ Outstanding Extensions of Credit plus such Defaulting Bank’s Swingline Exposure and L/C Exposure does not exceed the total of all non-Defaulting Banks’ Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, within two Business Days following the Borrower’s receipt of written notice by the Administrative Agent, (x) first, prepay such Defaulting Bank’s Swingline Exposure and (y) second, cash collateralize for the benefit of the applicable Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Bank’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 8.2 for so long as such L/C Exposure is outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Bank’s L/C Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Bank pursuant to Section 2.5(c) with respect to such Defaulting Bank’s L/C Exposure during the period such Defaulting Bank’s L/C Exposure is cash collateralized; (iv) if all or any portion of such Defaulting Bank’s L/C Exposure is reallocated pursuant to clause (i) above, then the Letter of Credit participation fees that otherwise would have been payable to such Defaulting Bank pursuant to Section 2.5(c)(i) with respect to such Defaulting Bank’s reallocated L/C Exposure shall be payable to the non-Defaulting Banks in accordance with such non-Defaulting Banks’ Revolving Percentages after giving effect to such reallocation; and (v) if all or any portion of such Defaulting Bank’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Bank hereunder, all Letter of Credit participation fees that otherwise would have been payable to such Defaulting Bank under Section 2.5(c)(i) with respect to such Defaulting Bank’s unreallocated L/C Exposure shall be payable to the Issuing Banks, ratably based on the portion of such L/C Exposure attributable to Letters of Credit issued by each Issuing Bank, until and to the extent that such L/C Exposure is reallocated and/or cash collateralized pursuant to clause (i) or (ii) above; (d) so long as such Bank is a Defaulting Bank, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender is satisfied that the related exposure in respect of Swingline Loans, and the Issuing Banks are satisfied that the Defaulting Bank’s then outstanding L/C Exposure, will be 100% covered by the Commitments of the non-Defaulting Banks and, to the extent such 100% coverage is not achieved, by cash collateral which will be provided by the Borrower in accordance with Section 2.8(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with Section 2.8(c)(i) (and such Defaulting Bank shall not participate therein). If (i) a Bankruptcy Event with respect to a Parent of any Bank shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Bank has defaulted in fulfilling its obligations to extend credit generally (such Bank referenced in clauses (i) and (ii), a “Disregarded Bank”), the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender is satisfied that the related exposure in respect of Swingline Loans, and the Issuing Banks are satisfied that the Disregarded Bank’s then outstanding L/C Exposure, will be 100% covered by the Commitments of the non-Disregarded Banks and, to the extent such 100% coverage is not achieved, by cash collateral which will be provided by the Borrower in the manner consistent with Section 2.8(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among the non-Disregarded Banks in a manner consistent with Section 2.8(c) (and such Disregarded Bank shall not participate therein). In the event that the Borrowers Administrative Agent, the Borrower, the Swingline Lender and the Agent agree in writing in their discretion Issuing Banks each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as Swingline Exposures and L/C Exposures of the effective Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment, and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Revolving Loans of the other Banks and/or make such other adjustments as the Administrative Agent shall determine may determine to be necessary in order for such Bank to cause the hold such Revolving Credit Obligations of the Banks to be on a pro rata basis Loans in accordance with their respective Commitmentsits Revolving Percentage. The rights and remedies against, whereupon such Bank will cease to be and with respect to, a Defaulting Bank under this Section 2.8 are in addition to, and will be a Non-Defaulting Bank (cumulative and not in limitation of, all other rights and remedies that the Administrative Agent and each Lender, each Issuing Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect , the foregoing); provided that no adjustments will be made retroactively Swingline Lender or the Borrower may at any time have against, or with respect to fees accrued or payments made by or on behalf of the Borrowers while to, such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding anything contained in Sections 2.8, 2.9 or any other provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as Bank then: all Letters of Credit Outstanding and Swing Loans outstanding at such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Bankstime, and fifth after the termination all Letters of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank Credit issued or as Swing Loans made while there exists a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid reallocated among the non-Defaulting Banks in accordance with their respective Ratable Shares (such Ratable Shares shall be determined without reference to each Defaulting Bank’s Ratable Share) so long as no Potential Default or Event of Default exists on the date of reallocation and thereafter continues uncured, but only to the extent (a) the sum of all non-Defaulting Banks’ Revolving Credit Loans then outstanding plus the sum of such non-Defaulting Banks’ Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such time does not exceed the total of all non-Defaulting Banks’ Revolving Credit Commitments and (b) the aggregate obligation of each non-Defaulting Bank to acquire, refinance or fund any participations in the Defaulting Bank’s portion of Letters of Credit Outstanding and Swing Loans pursuant to reallocation contemplated above shall not exceed the positive difference between (i) the Revolving Credit Commitment of such Bank minus (ii) such Bank’s Revolving Credit Loans then outstanding plus such Bank’s Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such time. If the reallocation described in the preceding sentence cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent, (1) first, prepay outstanding Swing Loans and (2) second, cash collateralize such Defaulting Bank Bank’s portion of Letters of Credit Outstanding (in each case, after giving effect to any partial reallocation pursuant the same amounts immediately preceding sentence). To the extent such Letters of Credit Outstanding and Swing Loans are reallocated pursuant to this Section 2.14, then the fees payable to the Banks pursuant to Section 2.8.2 (but not Section 2.3) shall be adjusted in the same manner as if accordance with such Defaulting Bank were a Nonnon-Defaulting Bank; (c) The Borrowers may terminate Banks’ Ratable Shares. To the unused amount extent a portion of the Commitment Defaulting Bank’s Letters of a Defaulting Bank upon not less than three Credit outstanding are cash collateralized pursuant to clause (32) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof)above, and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers shall not be obligated to pay any fees to or for the account of such Defaulting Bank under pursuant to Section 2.8.2 with respect to such Defaulting Bank’s Letter of Credit Outstandings during the period such Defaulting Bank’s Letter of Credit Outstandings are cash collateralized. To the extent such Letters of Credit Outstanding are not reallocated pursuant to this Agreement (whether on account Section 2.14, or the Defaulting Bank’s Ratable Share of principalLetters of Credit Outstanding have not been cash collateralized, interestthen, fees, indemnity without prejudice to any rights or other amounts), provided that such termination will not be deemed to be a waiver or release remedies of any claim any Borrower, the Agent Issuing Bank or any Bank may hereunder, all Commitment Fees that otherwise would have against been payable to such Defaulting Bank (solely with respect to the portion of such Defaulting Bank; and (d’s Commitment that was utilized by such Letters of Credit Outstanding) and Letter of Credit Fees with respect to such Defaulting Bank’s Ratable Share of the Letters of Credit Outstanding shall be payable to the Issuing Bank. Subject to Section 11.23, nothing contained in this Section or elsewhere in this Agreement and no reallocation of any Defaulting Bank’s Ratable Share of any obligation hereunder shall relieve such Defaulting Bank of its obligation to fund any portion of any amount owed by such Defaulting Bank hereunder. In the event that the Borrowers Administrative Agent, the Borrower, and the Agent Issuing Banks each agree in writing in their discretion that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify Letters of Credit Outstanding and the parties hereto, whereupon as Swing Loans outstanding shall be readjusted to reflect the inclusion of the effective date specified in such notice Bank’s Revolving Credit Commitment and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b))on such date, such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such other adjustments as the Administrative Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bankits Ratable Share.

Defaulting Banks. Notwithstanding any provision of this Agreement Anything contained herein to the contrarycontrary notwithstanding, if in the event that any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: Bank (a) Such such Defaulting Bank will shall be deemed not to be a “Bank” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents, provided that any amendment, waiver or modification (i) requiring the consent of all Banks to the extent such Defaulting Bank is directly affected differently than all of the other Banks or (ii) in the case of any amendment pursuant to Sections 9.2(a)(ii), (iii), (iv), (v) or (vi), which directly affects such Defaulting Bank differently than other directly affected Banks, shall require the consent of such Defaulting Bank; (b) any prepayment of any outstanding Advance shall, if the Company so directs at the time of making such prepayment, be applied to the Loans and Swingline Exposures of other Banks and (c) such Defaulting Bank’s Commitment and outstanding Loans shall be excluded for purposes of calculating the commitment fee payable to other Banks pursuant to Section 2.8 and such Defaulting Bank shall not be entitled to receive any fees accruing during such period commitment fee pursuant to Section 2.04 (without prejudice 2.8 with respect to such Defaulting Bank’s Commitment. Notwithstanding the rights foregoing, no Commitment of the Banks other than Defaulting Banks any Bank shall be increased or, except as provided in respect of such fees); (i) Any amount paid Section 2.12, otherwise affected, and, except as otherwise expressly provided in this Section 2.11, performance by the Borrowers Company of its obligations hereunder and the other Loan Documents shall not be excused or otherwise received by modified as a result of any Funding Default or the Agent for the account operation of this Section 2.11. The rights and remedies against a Defaulting Bank under this Agreement Section 2.11 are in addition to other than any amounts representing principal or interest payable to rights and remedies which the Company may have against such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed with respect to such Defaulting Bank, but will instead be retained by any Funding Default and which the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Administrative Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankFunding Default.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such the Applicant shall not be required to pay any participation fees to such Defaulting Bank will pursuant to Section 2.6 with respect to such Defaulting Bank’s Commitment; provided that if such Defaulting Bank’s Commitment is not cash collateralized pursuant to Section 2.16(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Bank hereunder, the participation fee payable under Section 2.6 with respect to such Defaulting Bank’s Commitment shall be payable to the Issuing Bank until such Commitment is cash collateralized pursuant to Section 2.16(c). For the avoidance of doubt, it is being understood that, the interest payable by the Applicant pursuant to Section 2.3 or Section 2.4 on LC Disbursements and Liquidity Advances shall continue to be payable to the applicable Banks, including the Defaulting Bank, to the extent the Defaulting Bank has funded its share of any such LC Disbursement or Liquidity Advance and would be entitled to such interest had it not become a Defaulting Bank; (b) the Commitment of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any fees accruing during such period action hereunder (including any consent to any amendment or waiver pursuant to Section 2.04 8.9), other than any waiver, amendment or modification requiring the consent of all Banks or of each affected Bank; (without prejudice c) the Applicant shall, within one Business Day following written notice from the Administrative Agent demanding the deposit of cash collateral pursuant to this Section 2.16, deposit in an account established by the rights Applicant with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Banks (the “Defaulting Bank Collateral Account”), an amount in cash which is, to the extent allowed by law, free and clear of all rights and claims of third parties equal to such Defaulting Bank’s Commitment for so long as such Commitment is outstanding; provided that (i) if at any time the Administrative Agent determines that the amount on deposit in the Defaulting Bank Collateral Account shall be less than such Defaulting Bank’s Commitment, the Administrative Agent may make demand on the Applicant to pay, and the Applicant will, within one Business Day after written notice from the Administrative Agent making such demand, pay to the Administrative Agent an amount equal to such deficiency, which funds shall be deposited in the Defaulting Bank Collateral Account, (ii) the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Defaulting Bank Collateral Account, (iii) other than Defaulting Banks in respect any interest earned on the investment of such feesdeposits, which investments shall be made at the option and sole discretion of the Administrative Agent, such deposits shall not bear interest and, subject to the provisions of this clause (c), interest or profits, if any, on such investments shall accumulate in such account, (iv) amounts held in the Defaulting Bank Collateral Account will be paid to the Issuing Bank from time to time as necessary to pay amounts owing to the Issuing Bank by the Defaulting Bank pursuant to Sections 2.2 and 2.5 hereof, (v) if the Applicant is required to provide an amount of cash collateral under this clause (c), such amount (to the extent not applied as aforesaid) shall be returned to the Applicant within three Business Days after a Defaulting Bank has been determined in accordance with the terms of this Section 2.16 to no longer be a Defaulting Bank or such Defaulting Bank has been replaced in accordance with Section 2.17 and (vi) amounts in such Defaulting Bank Collateral Account shall be repaid to the Applicant to the extent not required as collateral from time to time pursuant to the provisions of this clause (c); (id) Any amount paid by to the Borrowers extent the Administrative Agent receives any payments or otherwise received by the Agent other amounts for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid deemed to have requested that the Administrative Agent use such payment or other amount to fulfill such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were Bank’s previously unsatisfied obligations to fund a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account Liquidity Advance or any other unfunded payment obligation of such Defaulting Bank under this Agreement (whether on account of principalSections 2.2, interest, fees, indemnity 2.5 or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank8.3(b) hereof; and (de) for the avoidance of doubt, the Applicant shall retain and reserve its other rights and remedies respecting each Defaulting Bank. In the event that the Borrowers Administrative Agent, the Applicant and the Agent agree in writing in their discretion Issuing Bank each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as then this Section 2.16 shall no longer apply in respect of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a rehabilitated Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such fees shall cease to accrue on the unused portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such feessubsection 2.4(a); (b) the Commitment and Aggregate Outstanding Extensions of Credit of such Defaulting Bank shall not be included in determining whether all Banks, all affected Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to subsection 10.1); provided that (i) Any such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to without such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank;’s consent; and (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers Agent and the Agent agree in writing in their discretion Company each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as of the effective then on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such other adjustments as the Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing)its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding (a) In the event that, at any provision one time, (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Amount to any Agent or any of this Agreement the other Banks and (iii) any Account Party shall make any payment hereunder or under any other Loan Document to the contrary, if any Bank becomes a Administrative Agent for the account of such Defaulting Bank, then the following provisions shall Administrative Agent may, on its behalf or on behalf of such other Banks and to the fullest extent permitted by applicable law, apply at such time the amount so paid by such Account Party to or for so long as the account of such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights payment of each such Defaulted Amount to the Banks extent required to pay such Defaulted Amount. In the event that the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement and the other than Defaulting Banks in respect Loan Documents payment, to such extent, of such fees);Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to such other Banks, ratably in accordance with the respective portions of such Defaulted Amounts payable at such time to the Administrative Agent and such other Banks and, if the amount of such payment made by such Account Party shall at such time be insufficient to pay all Defaulted Amounts owing at such time to the Administrative Agent, such other Agents and such other Banks, in the following order of priority: (i) first, to the Agents for any Defaulted Amounts then owing to the Agents; (ii) second, to the Issuing Bank for any amount then due and payable to it, in its capacity as such, by such Defaulting Bank, ratably in accordance with such amounts then due and payable to the Issuing Bank; and (iii) third, to any other Banks for any Defaulted Amounts then owing to such other Banks, ratably in accordance with such respective Defaulted Amounts then owing to such other Banks. Any portion of such amount paid by the Borrowers or otherwise received by the Agent such Account Party for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank remaining, after giving effect to the amount applied by the Administrative Agent pursuant to this subsection (whether on a), shall be applied by the Administrative Agent as specified in subsection (b) of this Section 2.11. (b) In the event that, at any one time, (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall not owe a Defaulted Amount and (iii) any Account Party, any Agent or other Bank shall be required to pay or distribute any amount hereunder or under any other Loan Document to or for the account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead then such Account Party or such Agent or such other Bank shall pay such amount to the Administrative Agent to be retained held by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by applicable law, in escrow and the Administrative Agent shall, to the making fullest extent permitted by applicable law, hold in escrow such amount otherwise held by it. Any funds held by the Administrative Agent in escrow under this subsection (b) shall be deposited by the Administrative Agent in an account with Wachovia in the name and under the control of payments the Administrative Agent, but subject to the provisions of this subsection (b). The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be Wachovia's standard terms applicable to escrow accounts maintained with it. Any interest credited to such account from time to time shall be held by the Administrative Agent in escrow under, and applied by the Administrative Agent from time to time in accordance with the provisions of, this subsection (b). The Administrative Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Bank and to pay any amount payable by such Defaulting Bank hereunder and under the other Loan Documents to the Administrative Agent or any other Bank, as and when such Advances or amounts are required to be made or paid and, if the amount so held in escrow shall at any time be insufficient to make and pay all such Advances and amounts required to be made or paid at such time, in the following order of priority: first : (i) first, to the payment of Agents for any amounts owing then due and payable by such Defaulting Bank to the Agent under this AgreementAgents hereunder; (ii) second, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest Issuing Bank for any amount then due and payable to themit, third to the payment of fees then due and payable to the Non-in its capacity as such, by such Defaulting Banks hereunderBank, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-such Issuing Bank; and (iii) third, to any other Banks for any amount then due and payable by such Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers Bank to such other Banks hereunder, ratably in accordance with such respective amounts then due and payable to pay amounts such other Banks. In the event that any Bank that is a Defaulting Bank shall, at any time, cease to be a Defaulting Bank, any funds held by the Administrative Agent in escrow at such time with respect to such Bank shall be distributed by the Administrative Agent to such Bank and applied by such Bank to the obligations owing to such Bank at such time under this Agreement to and the other Loan Documents ratably in accordance with the respective amounts of such Defaulting Bank or as a court of competent jurisdiction may otherwise directobligations outstanding at such time. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of rights and remedies against a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or Section 2.11 are in addition to other amounts), provided rights and remedies that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankDefaulted Amount.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid facility fees shall cease to accrue, or to be payable by the Borrowers or otherwise received by Borrower, on the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount unfunded portion of the Commitment of a such Defaulting Bank upon not less than three (3pursuant to Section 2.09(a) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account or otherwise; provided, for the avoidance of principaldoubt, interestthat, fees, indemnity or other amounts), provided that to the extent Loans made by such termination will not be deemed to be a waiver or release of any claim any Defaulting Bank are repaid by the Borrower, the Agent no facility fees shall accrue or any Bank may have against be payable on that portion of such Defaulting Bank’s Commitment corresponding to such repaid amount; (ii) Letter of Credit Fees shall cease to accrue, or to be payable by the Borrower, on the Pro Rata Share of a Letter of Credit of such Defaulting Bank pursuant to Section 2.09(c) for the account of such Defaulting Bank or otherwise; (iii) the Commitment, Credit Exposure or Competitive Loans of such Defaulting Bank shall not be included in determining whether all Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.05); provided, however, that this clause (iii) shall not (subject to Section 9.05) apply to the vote of a Defaulting Bank in the case of an amendment, waiver or other modification specifically requiring the consent of such Bank or each Bank affected thereby (and in circumstances where the consent of “all Banks” is required, such Defaulting Bank’s vote shall not be included except (A) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (B) the principal amount of, or interest or fees payable on, Loans or L/C Borrowings may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent); and (div) if any L/C Obligation exists at the time such Bank becomes a Defaulting Bank then: (A) provided that no Default or Event of Default exists, all or any part of such Defaulting Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall be reallocated among the non-Defaulting Banks in accordance with their respective Pro Rata Shares but only to the extent the aggregate principal amount of Revolving Loans of all non-Defaulting Bank’s plus such Defaulting Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations do not exceed the total of all non-Defaulting Banks’ Commitments; (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Borrower shall within one Domestic Business Day following notice by the Administrative Agent Cash Collateralize for the benefit of the Issuing Bank such Defaulting Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.20(e)(i) for so long as such L/C Obligations are outstanding; (C) if the Borrower Cash Collateralizes any portion of such Defaulting Bank’s L/C Obligations pursuant to clause (B) above, the Borrower shall not be required to pay any fees to such Defaulting Bank pursuant to Section 2.09(c) with respect to such L/C Obligations during the period such Defaulting Bank’s L/C Obligations are Cash Collateralized; (D) if the L/C Obligations of the non-Defaulting Banks are reallocated pursuant to clause (A) above, then the fees payable to the Banks pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Banks’ Pro Rata Shares; and (E) if all or any portion of such Defaulting Bank’s L/C Obligations are neither reallocated nor Cash Collateralized pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Bank hereunder, all facility fees that otherwise would have been payable to such Defaulting Bank (solely with respect to the portion of such Defaulting Bank’s Commitment that was utilized by such L/C Obligations) and Letter of Credit Fees payable under Section 2.09(c) with respect to such Defaulting Bank’s L/C Obligations shall be payable to the Issuing Bank until and to the extent that such L/C Obligations are reallocated and/or Cash Collateralized; and (b) So long as any Bank is a Defaulting Bank, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the Defaulting Bank’s related exposure and its then outstanding L/C Advance will be 100% covered in accordance with the terms of this Agreement by the Commitments of the non-Defaulting Banks and/or cash collateral will be provided by the Borrower in accordance with Section 2.19(a)(iv), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with Section 2.19(a)(iv)(A) (and such Defaulting Bank shall not participate therein). In the event that the Borrowers Administrative Agent, the Borrower, and the Agent agree in writing in their discretion Issuing Bank each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as L/C Obligations of the effective Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such other adjustments as the Administrative Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitmentsits Pro Rata Share. (c) At the Borrower’s option, whereupon the Borrower may elect to terminate the Commitment of any Defaulting Bank upon notice to such Bank will cease to be a Defaulting Bank and will be a Non-the Administrative Agent (irrespective of whether such Defaulting Bank (holds any outstanding Loans) and each such notice shall be effective upon receipt by both the Defaulting Bank and the Administrative Agent; provided that, for the avoidance of doubt, if such Defaulting Bank holds any Loans, and such Loans are not assigned pursuant to Section 2.18 or otherwise, then such Defaulting Bank shall continue to hold such Loans until such time as such Loans are repaid by the Borrower or assigned pursuant to this Agreement. Upon termination of a Bank’s ratable portion Commitment under this Section 2.19, the Borrower shall (x) to the extent applicable after giving effect to Section 2.19(a)(iv) and any Cash Collateral provided by the Defaulting Bank, Cash Collateralize such Defaulting Bank’s Pro Rata Share of the aggregate undrawn amount of all outstanding Advances will automatically Letters of Credit, (y) subject to Section 2.19(a), pay or cause to be adjusted on a prospective basis paid all accrued facility fees or Letter of Credit Fees payable to reflect such Bank and all other amounts due and payable to such Bank hereunder and (z) if such Bank is an Issuing Bank, the foregoing); provided that no adjustments will be made retroactively Borrower shall pay to the Administrative Agent for deposit an amount equal to the available amount of all Letters of Credit issued by such Issuing Bank, and upon such payments, the obligations of such Bank hereunder with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and providedunused Commitment which have been terminated shall, further, that except to the extent otherwise expressly agreed by the affected partiesprovisions hereof, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bankbe released and discharged.

Defaulting Banks. Notwithstanding any provision (a) If a Bank becomes, and during the period it remains, a Defaulting Bank, the following provisions shall apply: (i) such Defaulting Bank’s Pro Rata Share of this Agreement the LC Obligations will, subject to the contrarylimitation in the proviso below, if any automatically be reallocated (effective on the day such Bank becomes a Defaulting Bank, then ) among the following provisions shall apply for so long as such Bank is a Non-Defaulting Banks pro rata in accordance with their respective Pro Rata Shares of the Commitment; provided that (A) the sum of each Non-Defaulting Bank:’s aggregate principal amount of Advances and Pro Rata Share of the LC Obligations may not in any event exceed the Pro Rata Share of the Commitment of such Non-Defaulting Bank as in effect at the time of such reallocation and (B) subject to Section 13.25, neither such reallocation nor any payment by a Non-Defaulting Bank pursuant thereto will constitute a waiver or release of any claim the Company, any other Borrower, the Administrative Agent, any Issuing Bank, or any other Bank may have against such Defaulting Bank or cause such Defaulting Bank to be a Non-Defaulting Bank; (aii) Such to the extent that any portion (the “unreallocated portion”) of the Defaulting Bank will Bank’s share of the LC Obligations cannot be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights so reallocated, whether by reason of the Banks other proviso in clause (i) above or otherwise, the Borrowers will, not later than Defaulting Banks three Banking Days after demand by the Administrative Agent (at the direction of an Issuing Bank), (A) Cash Collateralize the obligations of the Borrowers in respect of such fees)LC Obligations in an amount equal to the aggregate amount of the unreallocated portion of such LC Obligations, or (B) make other arrangements satisfactory to the Administrative Agent and each Issuing Bank, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Bank; (iiii) Any any amount paid by the Borrowers or otherwise received by the Administrative Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of principal, interest, fees, indemnity payments or other amounts not constituting principal or interestamounts) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.18(d2.10(c)) the termination of the Commitments Commitment and payment in full of all obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Bank to an Issuing Bank (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Non-Banks hereunder other than Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third fourth to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth fifth to pay principal then due and payable to the Non-Defaulting Banks hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth seventh after the termination of the Commitments Commitment and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) . Any amount payments, prepayments or other amounts paid by the Borrowers for the account of or payable to a Defaulting Bank representing principal that are applied (or interest payable held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this Section 2.10 shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto; and (iv) so long as such Bank is a Defaulting Bank or a Potential Defaulting Bank, the Issuing Banks shall not be paid required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and such Defaulting Bank in the same amounts and in the same manner as if Bank’s or such Defaulting Bank were a Non-Potential Defaulting Bank; (c) The Borrowers may terminate ’s Pro Rata Share of the unused amount then outstanding LC Obligations will be 100% covered by the Pro Rata Shares of the Commitment of the Non-Defaulting Banks and/or cash collateral will be provided by the Borrowers in accordance with Section 2.10(a)(ii), and participating interests in any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Banks in a manner consistent with Section 2.10(a)(i) (and such Defaulting Bank or Potential Defaulting Bank shall not participate therein). In furtherance of the foregoing, if any Bank becomes, and during the period it remains, a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent or a Potential Defaulting Bank, each Issuing Bank is hereby authorized by each Borrower (which will promptly notify authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Banks thereof)Administrative Agent, a Request for Loan pursuant to Section 8.2 in such amounts and in such event times as may be required to (i) reimburse an outstanding drawing under a Letter of Credit, and/or (ii) Cash Collateralize the provisions obligations of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for in respect of outstanding Letters of Credit in an amount at least equal to the account aggregate amount of the obligations (contingent or otherwise) of such Defaulting Bank or Potential Defaulting Bank in respect of such Letter of Credit. (b) No Pro Rata Share of the Commitment of any Bank shall be increased or, except as otherwise expressly provided in this Section 2.10, otherwise affected, and performance by each Borrower of its obligations shall not be excused or otherwise modified as a result of the operation of this Section 2.10. The rights and remedies against a Defaulting Bank under this Agreement (whether on account of principalSection 2.10 are in addition to any other rights and remedies which the Company, interest, fees, indemnity or any other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent Administrative Agent, any Issuing Bank or any Bank may have against such Defaulting Bank; and. (dc) In If the event that the Borrowers Company and the Administrative Agent agree in writing in their discretion reasonable determination that a Defaulting Bank is or a Potential Defaulting Bank should no longer be deemed to be a Defaulting Bank or a Potential Defaulting Bank, as the case may be, the Administrative 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 amounts then held in the segregated account referred to in Section 2.18(b)cash collateral), such that Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances of the other Banks and/or make or take such other adjustments actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks Advances to be funded and held on a pro rata basis by the Banks in accordance with their respective CommitmentsPro Rata Share, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-or Potential Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank or Potential Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank or Potential Defaulting Bank.

Defaulting Banks. Notwithstanding anything contained in Sections 2.8, 2.9 or any other provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank then: all Letters of Credit Outstanding and Swing Line Loan outstanding at such time, and all Letters of Credit issued or Swing Line Loans made while there exists a Defaulting Bank shall be reallocated among the non-Defaulting Banks in accordance with their respective Ratable Shares (such Ratable Shares shall be determined without reference to each Defaulting Lender’s Ratable Share) but only to the extent (a) the sum of all non-Defaulting Banks’ Ratable Share of all Loans outstanding, Swing Loans outstanding and Letters of Credit outstanding does not exceed the total of all non-Defaulting Banks’ Commitments and (b) the aggregate obligation of each non-Defaulting Bank to acquire, refinance or fund any participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference (i) the Commitment of such Bank minus (ii) such Bank’s Ratable Share of the Dollar Equivalent of all outstanding Revolving Credit Loans Swing Line Loans and Letters of Credit outstanding. If the reallocation described in the preceding sentence cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent, (1) first, prepay outstanding Swing Loans and (2) second, cash collateralize such Defaulting Bank’s portion of Letters of Credit outstanding (after giving effect to any partial reallocation pursuant the immediately preceding sentence). To the extent such Letters of Credit Outstanding and Swing Line Loans are reallocated pursuant to this Section 2.14, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled fees payable to any fees accruing during such period the Banks pursuant to Section 2.04 2.8.2 (but not Section 2.3) shall be adjusted in accordance with such non-Defaulting Banks’ Ratable Shares. To the extent such Letters of Credit Outstanding are not reallocated pursuant to this Section 2.14, or the Defaulting Bank’s Ratable Share of Letters of Credit Outstanding have not been cash collateralized, then, without prejudice to the any rights or remedies of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers Issuing Bank or any Bank hereunder, all Commitment Fees that otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest would have been payable to such Defaulting Bank (whether on account solely with respect to the portion of fees, indemnity payments or other amounts not constituting principal or interestsuch Defaulting Bank’s Commitment that was utilized by such Letters of Credit Outstanding) will not be paid or distributed and Letter of Credit Fees with respect to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination ’s Ratable Share of the Commitments and payment in full Letters of all obligations of the Borrowers hereunder and will Credit Outstanding shall be applied by the Agent, payable to the fullest extent permitted by law, to the making of payments from time to time Issuing Bank. Nothing contained in the following order of priority: first to the payment this Section or elsewhere in this Agreement and no reallocation of any amounts owing Defaulting Bank’s Ratable Share of any obligation hereunder shall relieve such Defaulting Bank of its obligation to fund any portion of any amount owed by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) . In the event that the Borrowers Administrative Agent, the Borrower, and the Agent Issuing Banks each agree in writing in their discretion that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify Letters of Credit Outstanding and the parties hereto, whereupon as Swing Loans outstanding shall be readjusted to reflect the inclusion of the effective date specified in such notice Bank’s Commitment and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b))on such date, such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such other adjustments as the Administrative Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bankits Ratable Share.

Defaulting Banks. Notwithstanding (a) If for any provision of this Agreement to the contrary, if reason any Bank becomes a Defaulting Bank, then in addition to the rights and remedies that may be available to the Administrative Agent and the Banks at law or in equity, the Defaulting Bank’s right to participate in the Loan and the Agreement will be suspended during the pendency of the Defaulting Bank’s uncured default, and (without limiting the foregoing) the Administrative Agent may (or at the direction of the Required Banks, shall) withhold from the Defaulting Bank any interest payments, fees, principal payments or other sums otherwise payable to such Defaulting Bank under the Loan Documents until such default of such Defaulting Bank has been cured. Each Non-Defaulting Bank will have the right, but not the obligation, in its sole discretion, to acquire at par a proportionate share (based on the ratio of its Pro Rata Share of the Commitment to the aggregate amount of the Pro Rata Shares of the Commitments of all of the Non-Defaulting Banks that elect to acquire a share of the Defaulting Bank’s Pro Rata Share of the Commitment) of the Defaulting Bank’s Pro Rata Share of the Commitment, including its proportionate share in the outstanding principal balance of the Loans. The Defaulting Bank will pay and protect, defend and indemnify the Administrative Agent and each of the other Banks and Issuing Banks against, and hold the Administrative Agent, and each of the other Banks and Issuing Banks harmless from, all claims, actions, proceedings, liabilities, damages, losses, and expenses (including Attorney Costs, and interest at the Base Rate plus 2.0% per annum for the funds advanced by the Administrative Agent or any Banks on account of the Defaulting Bank) they may sustain or incur by reason of or in consequence of the Defaulting Bank’s failure or refusal to perform its obligations under the Loan Documents. The Administrative Agent may set off against payments due to the Defaulting Bank for the claims of the Administrative Agent and the other Banks against the Defaulting Bank. The exercise of these remedies will not reduce, diminish or liquidate the Defaulting Bank’s Pro Rata Share of the Commitment (except to the extent that part or all of such Pro Rata Share of the Commitment is acquired by the other Banks as specified above) or its obligations to share losses and reimbursement for costs, liabilities and expenses under this Agreement. This indemnification will survive the payment and satisfaction of all of the Borrower’s obligations and liabilities to the Banks and the Issuing Banks. The foregoing provisions of this Section 10.13 are solely for the benefit of the Administrative Agent and the Banks, and may not be enforced or relied upon by the Borrower; (b) If a Bank becomes, and during the period it remains, a Defaulting Bank, the following provisions shall apply for so long as such Bank is a Defaulting Bankapply: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any any L/C Advance of such Defaulting Bank not funded by such Defaulting Bank will, upon notice by the Administrative Agent, and subject in any event to the limitation in the first proviso below, automatically be reallocated (effective on the day such Bank becomes a Defaulting Bank) among the Non-Defaulting Banks pro rata in accordance with their respective Commitments; provided that (a) the sum of the Exposure of each Non-Defaulting Bank may not in any event exceed the Non-Defaulting Bank’s Pro Rata Share of the Commitment as in effect at the time of such reallocation, (b) subject to Section 11.30, such reallocation will not constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank or any other Bank may have against such Defaulting Bank, and (c) neither such reallocation nor any payment by a Non-Defaulting Bank as a result thereof will cause such Defaulting Bank to be a Non-Defaulting Bank; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Bank’s L/C Advance cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than 1 Business Day after demand by the Administrative Agent, (a) Cash Collateralize the obligations of the Borrower to the Issuing Bank in respect of the unallocated portion of such L/C Advance, as the case may be, in an amount at least equal to 101% of the aggregate amount of the unreallocated portion of such L/C Advance (excluding any portion of such amount that is already Cash Collateralized by operation of another provision of this Agreement), or (b) make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Bank; and (iii) any amount paid by the Borrowers or otherwise received by the Agent Borrower for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of principal, interest, fees, indemnity payments or other amounts not constituting principal or interestamounts) will not be paid or distributed to such Defaulting Bank, but will shall instead be retained by the Administrative Agent in a segregated non-interest bearing escrow account until (subject to Section 2.18(d)) such Defaulting Bank is no longer a Defaulting Bank or the termination of the Commitments and payment in full of all obligations of the Borrowers Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first First to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Bank to the Issuing Bank (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Non-Defaulting BanksBanks hereunder, ratably among them in accordance with the amounts of such interest then due and payable to them, third fourth to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth fifth to pay principal and unreimbursed L/C Borrowings then due and payable to the Non-Defaulting Banks hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth seventh after the termination of the Commitments and payment in full of all obligations of the Borrowers Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by , and eighth the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice remainder to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankPerson entitled thereto.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Commitment Fees shall cease to accrue on the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees2.10(a); (ib) Any the Commitment and the outstanding principal amount paid of Term Loans held by such Defaulting Bank shall not be included in determining whether the Borrowers Required Banks have taken or otherwise received by may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.05); provided that this clause (b) shall not apply to the Agent for the account vote of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account in the case of feesan amendment, indemnity payments waiver or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by modification requiring the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts consent of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting each Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bankaffected thereby; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Banks thereof)may, and in such event the provisions of Section 2.18(b) will its discretion, apply to all amounts thereafter paid by the Borrowers or hold payments for the account of such Defaulting Bank as set forth in Section 2.13(e); (d) [Reserved]. (e) the Company may, upon notice to such Defaulting Bank and the Administrative Agent, require such Defaulting Bank, at the expense of such Defaulting Bank, to assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.06), all its interests, rights and obligations under this Agreement by such Defaulting Bank to any Person that shall assume such obligations (whether on account which Assignee may be another Bank, if it accepts such assignment) with (and subject to) the consent of principal, interest, fees, indemnity or other amountsthe Administrative Agent (which consent shall not unreasonably be withheld), ; provided that such termination will not be deemed Defaulting Bank shall have received payment of an amount equal to be a waiver the principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such Loans and accrued interest and fees) or release the Company (in the case of any claim any Borrowerall other amounts) (provided that the Company may deduct, or cause such assignee to deduct, from amounts payable by them or it, as applicable, to such Bank hereunder all fees, costs and expenses reasonably incurred by the Agent or any Bank may have against Company in effecting such Defaulting Bankassignment); and (df) In in the event that the Borrowers Administrative Agent and the Agent agree in writing in their discretion Company each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will shall cease to be a Defaulting Bank and will the Applicable Percentage of the Banks shall be a Non-Defaulting Bank readjusted as follows: (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively i) with respect to fees accrued or payments made by or on behalf any Loans then outstanding, such Bank shall purchase at par such of the Borrowers while Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected partieshold such Loans in accordance with its Applicable Percentage. Subject to Section 10.16, no change hereunder from Defaulting Bank to Non-Defaulting Bank will readjustment under this Section 2.17(f) shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from such Bank’s that Bank having been become a Defaulting Bank, including any claim of a Non-Defaulting Bank as a result of such Non-Defaulting Bank’s increased exposure following such reallocation.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled Facility fees shall cease to any fees accruing during such period accrue pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount portion of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (db) the Commitment of such Defaulting Bank shall not be included in determining whether the Majority Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.01); provided, that this paragraph (b) shall not apply to the vote of a Defaulting Bank in the case of an amendment, waiver or other modification pursuant to clauses (i) through (vi) of Section 8.01. (c) if any LC Outstandings exist at the time such Bank becomes a Defaulting Bank, then: (i) all or any part of the LC Outstandings of such Defaulting Bank shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages but only to the extent (x) the sum of all non-Defaulting Banks’ Outstanding Credits plus such Defaulting Bank’s LC Outstandings does not exceed the total of all non-Defaulting Banks’ Commitments, (y) the sum of each non-Defaulting Bank’s Outstanding Credits plus the portion of such Defaulting Bank’s LC Outstandings allocated to such non-Defaulting Bank does not exceed such non-Defaulting Bank’s Commitment and (z) the sum of each non-Defaulting Bank’s Outstanding Credits with respect to any Borrower plus the portion of such Defaulting Bank’s LC Outstandings with respect to such Borrower allocated to such non-Defaulting Bank does not exceed such non-Defaulting Bank’s Commitment Percentage of the sublimit applicable to such Borrower pursuant to Section 2.01(a); (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the applicable Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the XX Xxxxx only such Borrower’s obligations corresponding to such Defaulting Bank’s LC Outstandings (after giving effect to any partial reallocation pursuant to clause (i) above) in a manner reasonably acceptable to such Borrower, the Administrative Agent and the applicable XX Xxxxx for so long as such LC Outstandings are outstanding; (iii) if any Borrower cash collateralizes any portion of such Defaulting Bank’s LC Outstandings pursuant to clause (ii) above, such Borrower shall not be required to pay any fees to such Defaulting Bank pursuant to Section 2.04(b) with respect to such Defaulting Bank’s LC Outstandings during the period such Defaulting Bank’s LC Outstandings is cash collateralized; (iv) if the LC Outstandings of the non-Defaulting Banks are reallocated pursuant to clause (i) above, then the fees payable to the Banks pursuant to Section 2.04(b) shall be adjusted in accordance with such non-Defaulting Banks’ Applicable Percentages; (v) if all or any portion of such Defaulting Bank’s LC Outstandings are neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any LC Bank or any other Bank hereunder, all facility fees that otherwise would have been payable to such Defaulting Bank (solely with respect to the portion of such Defaulting Bank’s Commitment that was utilized by such LC Outstandings) and the Letter of Credit Fees payable under Section 2.04(b) with respect to such Defaulting Bank’s LC Outstandings shall be payable to the Administrative Agent, for the account of the XX Xxxxx (ratably in accordance with the respective aggregate stated amounts of the Letters of Credit issued by the XX Xxxxx), until and to the extent that such LC Outstandings are reallocated and/or cash collateralized; and (vi) so long as such Bank is a Defaulting Bank, no LC Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Bank’s LC Outstandings will be 100% covered by the Commitments of the non-Defaulting Banks and/or cash collateral will be provided by the Borrower in accordance with Section 8.11(c), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with Section 8.11(c)(i) (and such Defaulting Bank shall not participate therein). If (i) a Bankruptcy Event with respect to a Parent of any Bank shall occur following the date hereof and for so long as such event shall continue or (ii) any LC Bank has a good faith belief that any Bank has defaulted in fulfilling its obligations under one or more other agreements in which such Bank commits to extend credit, no LC Bank shall be required to issue, amend or increase any Letter of Credit, unless the XX Xxxxx shall have entered into arrangements with the Borrower or such Bank, satisfactory to such XX Xxxxx to defease any risk to it in respect of such Bank hereunder. In the event that the Borrowers Administrative Agent, the Borrower and the Agent agree in writing in their discretion XX Xxxxx each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as then LC Outstandings of the effective Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment, and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding the Advances of the other Banks and/or make such other adjustments as the Administrative Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Advances in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bankits Commitment Percentage.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such facility fees shall cease to accrue on the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees2.10(a); (ib) Any amount paid by the Borrowers Commitment and Credit Exposure of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or otherwise received by may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.05); provided that this clause (b) shall not apply to the Agent for the account vote of a Defaulting Bank under this Agreement in the case of an amendment, waiver or other modification requiring the consent of such Bank or each Bank affected thereby; (c) with respect to any Fronted LC Exposure (if any): (i) all or any part of the Fronted LC Exposure of such Defaulting Bank (other than such Fronted LC Exposure that is cash collateralized pursuant to Section 2.16(b)) shall be reallocated among the Non-Defaulting Banks in accordance with their respective Applicable Percentages but only to the extent (x) the sum of all Non-Defaulting Banks’ Credit Exposures plus such Defaulting Bank’s LC Exposure does not exceed the total of all Non-Defaulting Banks’ Commitments and (y) such reallocation does not, as to any amounts representing principal non-Defaulting Bank, cause such non-Defaulting Bank’s Credit Exposure to exceed its Commitment (and, if such reallocation can only partially be effected, such reallocation shall be made ratably among the then outstanding Fronted Letters of Credit, unless otherwise agreed by the Fronting Issuing Banks and the Administrative Agent); (ii) if the reallocation described in clause (i) above cannot, or interest can only partially, be effected, the relevant Account Party under each outstanding Fronted Letter of Credit shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the applicable Fronting Issuing Bank only such Account Party’s obligations in respect thereof corresponding to such Defaulting Bank’s Fronted LC Exposure thereunder (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.03(e) for so long as such Fronted LC Exposure is outstanding; (iii) if the Account Parties cash collateralizes any portion of such Defaulting Bank’s Fronted LC Exposure pursuant to clause (ii) above, the Company shall not be required to pay any letter of credit fees to such Defaulting Bank pursuant to Section 2.10(b) with respect to such Defaulting Bank’s Fronted LC Exposure during the period and to the extent that such Defaulting Bank’s Fronted LC Exposure is cash collateralized; (iv) if the Fronted LC Exposure of the Non-Defaulting Banks is reallocated pursuant to clause (i) above, then the letter of credit fees payable to the Banks pursuant to Section 2.10(b) shall be adjusted in accordance with such Non-Defaulting Banks’ Applicable Percentages; (v) if all or any portion of such Defaulting Bank’s Fronted LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any applicable Fronting Issuing Bank or any other Bank hereunder, all facility fees that otherwise would have been payable to such Defaulting Bank (whether on account solely with respect to the portion of fees, indemnity payments or other amounts not constituting principal or interestsuch Defaulting Bank’s Commitment that was utilized by such Fronted LC Exposure) will not be paid or distributed and letter of credit fees payable under Section 2.10(b) with respect to such Defaulting Bank’s Fronted LC Exposure shall be payable to the applicable Fronting Issuing Banks until and to the extent that such Fronted LC Exposure is reallocated and/or cash collateralized; (vi) so long as such Bank is a Defaulting Bank, but no Fronting Issuing Bank shall be required to issue, amend or increase any Fronted Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Bank’s then outstanding Fronted LC Exposure will instead be retained 100% covered by the Agent Commitments of the Non-Defaulting Banks and/or cash collateral will be provided by the Account Parties in accordance with Section 2.17(c), and participating interests in any newly issued or increased Fronted Letter of Credit shall be allocated among Non-Defaulting Banks in a segregated manner consistent with Section 2.17(c)(i) (and such Defaulting Bank shall not participate therein); and (vii) if (i) a Bankruptcy Event or a Bail-In Action with respect to a Parent of any Bank shall occur following the date hereof and for so long as such event shall continue or (ii) any Fronting Issuing Bank has a good faith belief that any Bank has defaulted in fulfilling its obligations under one or more other agreements in which such Bank commits to extend credit, such Fronting Issuing Bank shall not be required to issue, amend or increase any Fronted Letter of Credit, unless such Fronting Issuing Bank shall have entered into arrangements with the Account Parties or such Bank, satisfactory to such Fronting Issuing Bank, to defease any risk to it in respect of such Bank hereunder; (d) with respect to any Syndicated LC Exposure (if any): (i) letter of credit fees shall cease to accrue on such Defaulting Bank’s Syndicated LC Exposure pursuant to Section 2.10(b); (ii) with respect to any Syndicated Letter of Credit outstanding at the time such Bank becomes a Defaulting Bank, with the consent of the beneficiary thereunder to the extent required by the terms thereof or under applicable law (including, if applicable, the Uniform Customs and Practices for Documentary Credits governing such Syndicated Letter of Credit), (x) all or any part of the Syndicated LC Exposure of such Defaulting Bank (other than any such Syndicated LC Exposure for which Bank of America is then acting as a Confirming Bank for such Defaulting Bank pursuant to Section 2.16(b)) shall be reallocated among the Non-Defaulting Banks in accordance with their respective Applicable Percentages but only to the extent (I) the sum of all Non-Defaulting Banks’ Credit Exposures plus such Defaulting Bank’s LC Exposure does not exceed the total of all Non-Defaulting Banks’ Commitments and (II) such reallocation does not, as to any non-interest bearing account Defaulting Bank, cause such non-Defaulting Bank’s Credit Exposure to exceed its Commitment and (y) each such Syndicated Letter of Credit (other than any Syndicated Letter of Credit in respect of which Bank of America is then acting as a Confirming Bank for such Bank pursuant to Section 2.16(b)) shall be amended by the Administrative Agent to specify the Banks that are parties to such Syndicated Letter of Credit (excluding, for avoidance of doubt, such Bank), after giving effect to such event, and such Banks’ respective Applicable Percentages as of the effective date of such amendment; (iii) if the Syndicated LC Exposure of the Non-Defaulting Banks is reallocated with respect to any Syndicated Letter of Credit pursuant to clause (ii) above, then the letter of credit fees payable to the Banks with respect to such Syndicated Letter of Credit pursuant to Section 2.10(b) shall be adjusted in accordance with such Non-Defaulting Banks’ Applicable Percentages; and (iv) the Syndicated LC Exposures of the Banks in respect of any newly issued Syndicated Letter of Credit shall be allocated among Non-Defaulting Banks in a manner consistent with clause (ii) above (and such Defaulting Bank shall have no obligation under each such Syndicated Letter of Credit to the extent such Syndicated LC Exposures in respect thereof are so reallocated); (e) until such time as the readjustments with respect to such Defaulting Bank are effected pursuant to subsection (f) of this Section, the Company may, upon notice to such Defaulting Bank and the Administrative Agent, require such Bank, at the expense of such Defaulting Bank, to assign, without recourse (in accordance with and subject to the restrictions contained in Section 2.18(d10.06)) , all its interests, rights and obligations under this Agreement and the termination Letters of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the AgentCredit issued, to the fullest extent permitted by lawor participated in, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to any Person that shall assume such obligations (which assignee may be another Bank, if it accepts such assignment) with (and subject to) the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination consent of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. Administrative Agent (iiwhich consent shall not unreasonably be withheld); provided that (i) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid have received payment of an amount equal to the outstanding amount of its LC Disbursements (including participations therein), principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding LC Disbursements, Loans and accrued interest and fees) or the applicable Account Parties (in the case of all other amounts) (provided that the Account Parties may deduct, or cause such assignee to deduct, from amounts payable by them or it, as applicable, to such Defaulting Bank hereunder all fees, costs and expenses reasonably incurred by the Account Parties in the same amounts effecting such assignment) and in the same manner as if (ii) concurrently with such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice assignment, to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account extent any LC Exposure of such Defaulting Bank under theretofore shall have been reallocated pursuant to this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any BorrowerSection, the Agent or any Bank may have against Credit Exposures of the Banks (including, after giving effect to such assignment, such assignee) shall be readjusted (and payments made by the relevant parties) in a manner consistent with subsection (f) of this Section, such that, after giving effect thereto, the Banks (including such assignee, but not such Defaulting Bank; and (d) In shall hold the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts Credit Exposures then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective CommitmentsApplicable Percentages; and (f) in the event that the Administrative Agent, whereupon the Account Parties and (to the extent there shall be Fronted Letters of Credit then outstanding) each Fronting Issuing Bank each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank will to be a Defaulting Bank, then such Bank shall cease to be a Defaulting Bank and will the Credit Exposures of the Banks shall be readjusted as follows: (i) with respect to any Fronted LC Exposure then outstanding, such Fronted LC Exposure shall be readjusted to reflect the inclusion of such Bank’s Commitment and such Bank shall purchase at par such of the unreimbursed LC Disbursements then outstanding (if any) of the other Banks in respect of such Fronted LC Exposure as the Administrative Agent shall determine may be necessary in order for such Bank to hold such LC Disbursements in accordance with its Applicable Percentage; (ii) with respect to any Syndicated LC Exposure then outstanding, (x) with the consent of the beneficiary under each outstanding Syndicated Letter of Credit to the extent required by the terms thereof or under applicable law (including, if applicable, the Uniform Customs and Practices for Documentary Credits governing such Syndicated Letter of Credit) and to the extent such Syndicated Letter of Credit was theretofore amended or issued pursuant to subsection (d)(ii) or (d)(iv), as applicable, of this Section to reflect the exclusion of such Bank’s Commitment, (I) each such Syndicated Letter of Credit shall be amended by the Administrative Agent to specify the Banks (including such Bank) that are then parties to such Syndicated Letter of Credit and such Banks’ respective Applicable Percentages, in each case reflecting the inclusion of such Bank’s Commitment, as of the effective date of such amendment and (II) if such Syndicated Letter of Credit was not theretofore amended pursuant to subsection (d)(ii) of this Section to reflect the exclusion of such Bank’s Commitment thereunder, but instead the amount of such Syndicated Letter of Credit was increased or a new Letter of Credit was issued hereunder in favor of the beneficiary of such Syndicated Letter of Credit in order to provide such beneficiary with an aggregate undrawn amount of Letters of Credit from the Non-Defaulting Bank Banks (and each including, if applicable, the applicable Fronting Issuing Banks) in the amount required by such beneficiary, the amount of such Syndicated Letter of Credit or new Letter of Credit shall be amended by the Administrative Agent to decrease the amount thereof, or the Company shall arrange for such new Letter of Credit to be surrendered by such beneficiary to the Administrative Agent or the applicable Fronting Issuing Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis , in order to reflect the foregoing); inclusion of such Bank’s Commitment pursuant to the amendment to such Syndicated Letter of Credit under sub-clause (I) above (provided that no adjustments will that, notwithstanding anything herein to the contrary, the Company shall not be made retroactively required to pay any letter of credit fees to such Bank pursuant to Section 2.10(b) until such amendments with respect to fees accrued or payments made by or on behalf such Letters of Credit shall have become effective); (y) (subject to clause (x) being satisfied with respect to a Syndicated Letter of Credit) the Syndicated LC Exposure of the Borrowers while Banks with respect to such Bank was a Defaulting Bank; and provided, further, that except Syndicated Letter of Credit shall be readjusted to reflect the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release inclusion of any claim of any party hereunder arising from such Bank’s having been Commitment; and (z) (subject to clause (x) being satisfied with respect to a Defaulting BankSyndicated Letter of Credit) such Bank shall purchase at par such of the unreimbursed LC Disbursements then outstanding (if any) of the other Banks with respect to such Syndicated Letter of Credit as the Administrative Agent shall determine may be necessary in order for such Bank to hold such LC Disbursements in accordance with its Applicable Percentage; and (iii) with respect to any Loans then outstanding, such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Applicable Percentage.

Defaulting Banks. Notwithstanding If for any provision reason any Bank wrongfully (in violation of this Agreement Agreement) fails or refuses to the contrarytimely make any Advance required of it, if or otherwise defaults on any of its material obligations under this Agreement, and fails to cure its default within 5 Banking Days of receiving notice of its failure to perform (such Bank becomes being a "Defaulting Bank"), then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice in addition to the rights and remedies that may be available to the Administrative Agent and the Banks at law or in equity, the Defaulting Bank's right to participate in the Loan and the Agreement will be suspended during the pendency of the Banks other than Defaulting Banks in respect Bank's uncured default, and (without limiting the foregoing) the Administrative Agent may (or at the direction of such fees); (ithe Majority Banks, shall) Any amount paid by withhold from the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement any interest payments, fees, principal payments or other than any amounts representing principal or interest sums otherwise payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to under the Loan Documents until such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement has been cured. Each non-defaulting Bank will have the right, but not the obligation, in its sole discretion, to acquire at par a proportionate share (whether based on account the ratio of principal, interest, fees, indemnity or other amounts), provided its Pro Rata Share of the Commitment to the aggregate amount of the Pro Rata Shares of the Commitments of all of the non-defaulting Banks that such termination will not be deemed elect to be acquire a waiver or release share of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d's Pro Rata Share of the Commitment) In of the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as 's Pro Rata Share of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held Commitment, including without limitation its proportionate share in the segregated account referred to in Section 2.18(b))outstanding principal balance of the Loans. The Defaulting Bank will pay and protect, such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances defend and indemnify Administrative Agent and each of the other Banks and/or make such against, and hold Administrative Agent, and each of the other adjustments as Banks harmless from, all claims, actions, proceedings, liabilities, damages, losses, and expenses (including without limitation attorneys' fees and costs, and interest at the Prime Rate plus 2.0% per annum for the funds advanced by Administrative Agent or any Banks on account of the Defaulting Bank) they may sustain or incur by reason of or in consequence of the Defaulting Bank's failure or refusal to perform its obligations under the Loan Documents. Administrative Agent may determine set off against payments due to be necessary to cause the Revolving Credit Obligations Defaulting Bank for the claims of Administrative Agent and the other Banks against the Defaulting Bank. The exercise of these remedies will not reduce, diminish or liquidate the Defaulting Bank's Pro Rata Share of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank Commitment (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed that part or all of such Pro Rata Share of the Commitment is acquired by the affected partiesother Banks as specified above) or its obligations to share losses and reimbursement for costs, no change hereunder from Defaulting Bank liabilities and expenses under this Agreement. This indemnification will survive the payment and satisfaction of all of the Borrower's obligations and liabilities to Non-Defaulting Bank will constitute a waiver the Banks. The foregoing provisions of this Section 10.9 are solely for the benefit of the Administrative Agent and the Banks, and may not be enforced or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bankrelied upon by the Borrower.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such facility fees shall cease to accrue on the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees2.10(a); (ib) Any amount paid by the Borrowers Commitment and Credit Exposure of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or otherwise received by may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.05); provided that this clause (b) shall not apply to the Agent for the account vote of a Defaulting Bank under this Agreement in the case of an amendment, waiver or other modification requiring the consent of such Bank or each Bank affected thereby; (c) with respect to any Fronted LC Exposure (if any): (i) all or any part of the Fronted LC Exposure of such Defaulting Bank (other than such Fronted LC Exposure that is cash collateralized pursuant to Section 2.16(b)) shall be reallocated among the Non-Defaulting Banks in accordance with their respective Applicable Percentages but only to the extent (x) the sum of all Non-Defaulting Banks' Credit Exposures plus such Defaulting Bank's LC Exposure does not exceed the total of all Non-Defaulting Banks' Commitments and (y) such reallocation does not, as to any amounts representing principal non-Defaulting Bank, cause such non-Defaulting Bank's Credit Exposure to exceed its Commitment (and, if such reallocation can only partially be effected, such reallocation shall be made ratably among the then outstanding Fronted Letters of Credit, unless otherwise agreed by the Fronting Issuing Banks and the Administrative Agent); (ii) if the reallocation described in clause (i) above cannot, or interest can only partially, be effected, the relevant Account Party under each outstanding Fronted Letter of Credit shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the applicable Fronting Issuing Bank only such Account Party's obligations in respect thereof corresponding to such Defaulting Bank's Fronted LC Exposure thereunder (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.03(e) for so long as such Fronted LC Exposure is outstanding; (iii) if the Account Parties cash collateralizes any portion of such Defaulting Bank's Fronted LC Exposure pursuant to clause (ii) above, the Company shall not be required to pay any letter of credit fees to such Defaulting Bank pursuant to Section 2.10(b) with respect to such Defaulting Bank's Fronted LC Exposure during the period and to the extent that such Defaulting Bank's Fronted LC Exposure is cash collateralized; (iv) if the Fronted LC Exposure of the Non-Defaulting Banks is reallocated pursuant to clause (i) above, then the letter of credit fees payable to the Banks pursuant to Section 2.10(b) shall be adjusted in accordance with such Non-Defaulting Banks' Applicable Percentages; (v) if all or any portion of such Defaulting Bank's Fronted LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any applicable Fronting Issuing Bank or any other Bank hereunder, all facility fees that otherwise would have been payable to such Defaulting Bank (whether on account solely with respect to the portion of fees, indemnity payments or other amounts not constituting principal or interestsuch Defaulting Bank's Commitment that was utilized by such Fronted LC Exposure) will not be paid or distributed and letter of credit fees payable under Section 2.10(b) with respect to such Defaulting Bank's Fronted LC Exposure shall be payable to the applicable Fronting Issuing Banks until and to the extent that such Fronted LC Exposure is reallocated and/or cash collateralized; (vi) so long as such Bank is a Defaulting Bank, but no Fronting Issuing Bank shall be required to issue, amend or increase any Fronted Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Bank's then outstanding Fronted LC Exposure will instead be retained 100% covered by the Agent Commitments of the Non-Defaulting Banks and/or cash collateral will be provided by the Account Parties in accordance with Section 2.17(c), and participating interests in any newly issued or increased Fronted Letter of Credit shall be allocated among Non-Defaulting Banks in a segregated manner consistent with Section 2.17(c)(i) (and such Defaulting Bank shall not participate therein); and (vii) if (i) a Bankruptcy Event or a Bail-In Action with respect to a Parent of any Bank shall occur following the date hereof and for so long as such event shall continue or (ii) any Fronting Issuing Bank has a good faith belief that any Bank has defaulted in fulfilling its obligations under one or more other agreements in which such Bank commits to extend credit, such Fronting Issuing Bank shall not be required to issue, amend or increase any Fronted Letter of Credit, unless such Fronting Issuing Bank shall have entered into arrangements with the Account Parties or such Bank, satisfactory to such Fronting Issuing Bank, to defease any risk to it in respect of such Bank hereunder; (d) with respect to any Syndicated LC Exposure (if any): (i) letter of credit fees shall cease to accrue on such Defaulting Bank's Syndicated LC Exposure pursuant to Section 2.10(b); (ii) with respect to any Syndicated Letter of Credit outstanding at the time such Bank becomes a Defaulting Bank, with the consent of the beneficiary thereunder to the extent required by the terms thereof or under applicable law (including, if applicable, the Uniform Customs and Practices for Documentary Credits governing such Syndicated Letter of Credit), (x) all or any part of the Syndicated LC Exposure of such Defaulting Bank (other than any such Syndicated LC Exposure for which JPMorgan is then acting as a Confirming Bank for such Defaulting Bank pursuant to Section 2.16(b)) shall be reallocated among the Non-Defaulting Banks in accordance with their respective Applicable Percentages but only to the extent (I) the sum of all Non-Defaulting Banks' Credit Exposures plus such Defaulting Bank's LC Exposure does not exceed the total of all Non-Defaulting Banks' Commitments and (II) such reallocation does not, as to any non-interest bearing account Defaulting Bank, cause such non-Defaulting Bank's Credit Exposure to exceed its Commitment and (y) each such Syndicated Letter of Credit (other than any Syndicated Letter of Credit in respect of which JPMorgan is then acting as a Confirming Bank for such Bank pursuant to Section 2.16(b)) shall be amended by the Administrative Agent to specify the Banks that are parties to such Syndicated Letter of Credit (excluding, for avoidance of doubt, such Bank), after giving effect to such event, and such Banks' respective Applicable Percentages as of the effective date of such amendment; (iii) if the Syndicated LC Exposure of the Non-Defaulting Banks is reallocated with respect to any Syndicated Letter of Credit pursuant to clause (ii) above, then the letter of credit fees payable to the Banks with respect to such Syndicated Letter of Credit pursuant to Section 2.10(b) shall be adjusted in accordance with such Non-Defaulting Banks' Applicable Percentages; and (iv) the Syndicated LC Exposures of the Banks in respect of any newly issued Syndicated Letter of Credit shall be allocated among Non-Defaulting Banks in a manner consistent with clause (ii) above (and such Defaulting Bank shall have no obligation under each such Syndicated Letter of Credit to the extent such Syndicated LC Exposures in respect thereof are so reallocated); (e) until such time as the readjustments with respect to such Defaulting Bank are effected pursuant to subsection (f) of this Section, the Company may, upon notice to such Defaulting Bank and the Administrative Agent, require such Bank, at the expense of such Defaulting Bank, to assign, without recourse (in accordance with and subject to the restrictions contained in Section 2.18(d10.06)) , all its interests, rights and obligations under this Agreement and the termination Letters of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the AgentCredit issued, to the fullest extent permitted by lawor participated in, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to any Person that shall assume such obligations (which assignee may be another Bank, if it accepts such assignment) with (and subject to) the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination consent of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. Administrative Agent (iiwhich consent shall not unreasonably be withheld); provided that (i) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid have received payment of an amount equal to the outstanding amount of its LC Disbursements (including participations therein), principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding LC Disbursements, Loans and accrued interest and fees) or the applicable Account Parties (in the case of all other amounts) (provided that the Account Parties may deduct, or cause such assignee to deduct, from amounts payable by them or it, as applicable, to such Defaulting Bank hereunder all fees, costs and expenses reasonably incurred by the Account Parties in the same amounts effecting such assignment) and in the same manner as if (ii) concurrently with such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice assignment, to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account extent any LC Exposure of such Defaulting Bank under theretofore shall have been reallocated pursuant to this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any BorrowerSection, the Agent or any Bank may have against Credit Exposures of the Banks (including, after giving effect to such assignment, such assignee) shall be readjusted (and payments made by the relevant parties) in a manner consistent with subsection (f) of this Section, such that, after giving effect thereto, the Banks (including such assignee, but not such Defaulting Bank; and (d) In shall hold the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts Credit Exposures then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective CommitmentsApplicable Percentages; and (f) in the event that the Administrative Agent, whereupon the Account Parties and (to the extent there shall be Fronted Letters of Credit then outstanding) each Fronting Issuing Bank each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank will to be a Defaulting Bank, then such Bank shall cease to be a Defaulting Bank and will the Credit Exposures of the Banks shall be readjusted as follows: (i) with respect to any Fronted LC Exposure then outstanding, such Fronting LC Exposure shall be readjusted to reflect the inclusion of such Bank's Commitment and such Bank shall purchase at par such of the unreimbursed LC Disbursements then outstanding (if any) of the other Banks in respect of such Fronted LC Exposure as the Administrative Agent shall determine may be necessary in order for such Bank to hold such LC Disbursements in accordance with its Applicable Percentage; (ii) with respect to any Syndicated LC Exposure then outstanding, (x) with the consent of the beneficiary under each outstanding Syndicated Letter of Credit to the extent required by the terms thereof or under applicable law (including, if applicable, the Uniform Customs and Practices for Documentary Credits governing such Syndicated Letter of Credit) and to the extent such Syndicated Letter of Credit was theretofore amended or issued pursuant to subsection (d)(ii) or (d)(iv), as applicable, of this Section to reflect the exclusion of such Bank's Commitment, (I) each such Syndicated Letter of Credit shall be amended by the Administrative Agent to specify the Banks (including such Bank) that are then parties to such Syndicated Letter of Credit and such Banks' respective Applicable Percentages, in each case reflecting the inclusion of such Bank's Commitment, as of the effective date of such amendment and (II) if such Syndicated Letter of Credit was not theretofore amended pursuant to subsection (d)(ii) of this Section to reflect the exclusion of such Bank's Commitment thereunder, but instead the face amount of such Syndicated Letter of Credit was increased or a new Letter of Credit was issued hereunder in favor of the beneficiary of such Syndicated Letter of Credit in order to provide such beneficiary with an aggregate undrawn face amount of Letters of Credit from the Non-Defaulting Bank Banks (and each including, if applicable, the applicable Fronting Issuing Banks) in the amount required by such beneficiary, the amount of such Syndicated Letter of Credit or new Letter of Credit shall be amended by the Administrative Agent to decrease the amount thereof, or the Company shall arrange for such new Letter of Credit to be surrendered by such beneficiary to the Administrative Agent or the applicable Fronting Issuing Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis , in order to reflect the foregoing); inclusion of such Bank's Commitment pursuant to the amendment to such Syndicated Letter of Credit under sub-clause (I) above (provided that no adjustments will that, notwithstanding anything herein to the contrary, the Company shall not be made retroactively required to pay any letter of credit fees to such Bank pursuant to Section 2.10(b) until such amendments with respect to fees accrued or payments made by or on behalf such Letters of Credit shall have become effective); (y) (subject to clause (x) being satisfied with respect to a Syndicated Letter of Credit) the Syndicated LC Exposure of the Borrowers while Banks with respect to such Syndicated Letter of Credit shall be readjusted to reflect the inclusion of such Bank's Commitment; and (z) (subject to clause (x) being satisfied with respect to a Syndicated Letter of Credit) such Bank was a Defaulting Bank; and provided, further, that except shall purchase at par such of the unreimbursed LC Disbursements then outstanding (if any) of the other Banks with respect to such Syndicated Letter of Credit as the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Administrative Agent shall determine may be necessary in order for such Bank to Non-Defaulting hold such LC Disbursements in accordance with its Applicable Percentage; and (iii) with respect to any Loans then outstanding, such Bank will constitute a waiver or release shall purchase at par such of any claim the Loans of any party hereunder arising from the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank’s having been a Defaulting BankBank to hold such Loans in accordance with its Applicable Percentage.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees)4.1; (ib) Any amount paid by the Borrowers Credit Exposure of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or otherwise received by may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 12.4); provided, that this clause (b) shall not apply to the Agent for the account vote of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account in the case of feesan amendment, indemnity payments waiver or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by modification requiring the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts consent of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting each Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bankaffected thereby; (c) The Borrowers may terminate if any Swingline Advances are outstanding at the unused amount of the Commitment of time such Bank becomes a Defaulting Bank upon not less than three then: (3i) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account or any part of such Defaulting Bank under this Agreement (whether on account Bank’s participation in Swingline Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Percentages but only to the extent the sum of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against all non-Defaulting Banks’ Committed Outstandings plus such Defaulting Bank’s Percentage of Swingline Advances does not exceed the total of all non-Defaulting Banks’ Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Agent prepay such Swingline Advances to the extent not so reallocated; and (d) so long as such Bank is a Defaulting Bank, the Swingline Bank shall not be required to fund any Swingline Advance unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swingline Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 6.7(c)(i) (and such Defaulting Bank shall not participate therein). If (i) a Bankruptcy Event with respect to a Parent of any Bank shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Bank has a good faith belief that any Bank has defaulted in fulfilling its obligations under one or more other agreements in which such Bank commits to extend credit, the Swingline Bank shall not be required to fund any Swingline Advance unless the Swingline Bank shall have entered into arrangements with the Borrower or such Bank, satisfactory to the Swingline Bank to defease any risk to it in respect of such Bank hereunder. In the event that the Borrowers Agent, the Borrower and the Agent agree in writing in their discretion Swingline Bank each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as participations of the effective Banks in Swingline Advances shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding the Advances of the other Banks and/or make such (other adjustments than Bid Loans and Swingline Advances) as the Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Advances in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bankits Percentage.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct.by (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such fees shall cease to accrue on the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees2.6(a); (b) the Commitment and Aggregate Outstanding Extensions of Credit of such Defaulting Bank shall not be included in determining whether all Banks, all affected Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.1); provided, that (i) Any such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to without such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct.’s consent; (iic) Any amount paid by if any Swingline Exposure or L/C Exposure exists at the Borrowers for the account of time such Bank becomes a Defaulting Bank representing principal then: (1) all or interest payable to any part of the Swingline Exposure and L/C Exposure of such Defaulting Bank shall be paid reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages but only to the extent the sum of all non-Defaulting Banks’ Aggregate Outstanding Extensions of Credit plus such Defaulting Bank’s Swingline Exposure and L/C Exposure does not exceed the total of all non-Defaulting Banks’ Commitments; (2) if the reallocation described in clause (1) above cannot, or can only partially, be effected, the Company shall within one Business Day following notice by the Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Bank only the Company’s obligations corresponding to such Defaulting Bank’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (1) above) in accordance with the procedures set forth in Section 8.1 for so long as such L/C Exposure is outstanding; (3) if the Company cash collateralizes any portion of such Defaulting Bank’s L/C Exposure pursuant to clause (2) above, the Company shall not be required to pay any fees to such Defaulting Bank in the same amounts and in the same manner as if pursuant to Section 3.3(a) with respect to such Defaulting Bank were a Non-Bank’s L/C Exposure during the period such Defaulting Bank’s L/C Exposure is cash collateralized; (c4) The Borrowers may terminate if the unused amount L/C Exposure of the Commitment of a non-Defaulting Bank upon not less than three Banks is reallocated pursuant to clause (31) Business Days’ prior notice above, then the fees payable to the Agent Banks pursuant to Section 2.6(a) and Section 3.3(a) shall be adjusted in accordance with such non-Defaulting Banks’ Commitment Percentages; and (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b5) will apply to if all amounts thereafter paid by the Borrowers for the account or any portion of such Defaulting Bank’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (1) or (2) above, then, without prejudice to any rights or remedies of the Issuing Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any other Bank may have against hereunder, all fees payable under Section 3.3(a) with respect to such Defaulting Bank’s L/C Exposure shall be payable to the Issuing Bank until and to the extent that such L/C Exposure is reallocated and/or cash collateralized; and (d) so long as such Bank is a Defaulting Bank, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Bank’s then outstanding L/C Exposure will be 100% covered by the Commitments of the non-Defaulting Banks and/or cash collateral will be provided by the Company in accordance with Section 2.22(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with Section 2.22(c)(1) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event with respect to a Bank Parent of any Bank shall occur following the date hereof and for so long as such event shall continue, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements with the Company or such Bank, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Bank hereunder. In the event that the Borrowers Agent, the Company, the Swingline Lender and the Agent agree in writing in their discretion Issuing Bank each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as Swingline Exposure and L/C Exposure of the effective Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such (other adjustments than CAF Loans and Swingline Loans) as the Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitmentsits Commitment Percentage; provided, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if If any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such fees shall cease to accrue on the unused portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees2.09(a); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)b) the termination Commitment and Loans of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall not be paid included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to such Defaulting Bank in any amendment, waiver or other modification permitted to be effected by the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting BankRequired Banks pursuant to Section 9.05); (c) The Borrowers [Reserved] (d) [Reserved] (e) Notwithstanding any contrary provision in this Agreement, the Company may (i) (A) prepay, without penalty or premium (but subject to Section 2.14), the Loans made by an Affected Bank and (B) terminate the unused amount of the Commitment of a Defaulting Bank an Affected Bank, in each case, (x) without pro rata prepayment of Loans of other Banks or pro rata termination of Commitments of other Banks and (y) upon not less than three (3) two Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof) or (ii) replace the Affected Bank in accordance with Section 8.06(b), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided it being understood that such termination prepayment and termination, or such replacement, will not be deemed to be a waiver or release of any claim any Borrower, the Company or the Agent or any Bank may have against such Defaulting Affected Bank. (f) [Reserved]; and (dg) In Nothing in this Section 2.20 shall affect any rights or remedies the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to Company may have against any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained herein, if the Maximum Credit Amount of a Defaulting Bank shall not be included in determining whether all Banks, the Super Majority Banks or the Required Banks have taken or may take any action hereunder (including approval of any redetermination of the Borrowing Base pursuant to Article IV and any consent to any amendment or waiver pursuant to Section 14.2); provided that, any waiver, amendment or modification requiring the consent of all Banks or each affected Bank becomes a which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank; and provided further that in no event shall (i) the Commitment, Elected Commitment or Maximum Credit Amount of any Defaulting Bank be increased or amounts owed to such Defaulting Bank reduced without the consent of such Defaulting Bank, then or (ii) the following provisions shall apply Termination Date or any date fixed for so long as any payment of principal of or interest on the Loan or any fees hereunder be postponed without the consent of such Bank is a Defaulting Bank:. (b) If any Bank shall fail to make any payment referenced in clause (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than definition of “Defaulting Banks Bank”, then the Administrative Agent may, in respect of such fees); its discretion and notwithstanding any contrary provision hereof, (i) Any amount paid by the Borrowers or otherwise apply any amounts thereafter received by the Administrative Agent for the account of a Defaulting such Bank under this Agreement other than and for the benefit of the Administrative Agent or any Letter of Credit Issuer to satisfy such Bank’s obligations hereunder until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until as cash collateral for, and application to, any future funding obligations of such Bank hereunder; in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion; provided that, subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties14.17, no change reallocation hereunder from Defaulting Bank to Non-Defaulting Bank will shall constitute a waiver or release of any claim of any party hereunder arising from against such Bank as a result of such Bank’s having been increased exposure following such reallocation. (c) Borrower shall not be obligated to pay the Administrative Agent any Defaulting Bank’s ratable share of the fees described in Sections 2.11, 2.12 or 2.13 (notwithstanding anything to the contrary in such sections) for the period commencing on the day such Defaulting Bank becomes a Defaulting Bank and continuing for so long as such Bank continues to be a Defaulting Bank.

Defaulting Banks. Notwithstanding (a) In the event that, at any provision one time, (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Amount to any Agent or any of this Agreement the other Banks and (iii) any Account Party shall make any payment hereunder or under any other Loan Document to the contrary, if any Bank becomes a Administrative Agent for the account of such Defaulting Bank, then the following provisions shall Administrative Agent may, on its behalf or on behalf of such other Banks and to the fullest extent permitted by applicable law, apply at such time the amount so paid by such Account Party to or for so long as the account of such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights payment of each such Defaulted Amount to the Banks extent required to pay such Defaulted Amount. In the event that the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement and the other than Defaulting Banks in respect Loan Documents payment, to such extent, of such fees);Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to such other Banks, ratably in accordance with the respective portions of such Defaulted Amounts payable at such time to the Administrative Agent and such other Banks and, if the amount of such payment made by such Account Party shall at such time be insufficient to pay all Defaulted Amounts owing at such time to the Administrative Agent, such other Agents and such other Banks, in the following order of priority: (i) first, to the Agents for any Defaulted Amounts then owing to the Agents; (ii) second, to the Issuing Banks for any amount then due and payable to them, in their capacity as such, by such Defaulting Bank, ratably in accordance with such amounts then due and payable to the Issuing Banks; and (iii) third, to any other Banks for any Defaulted Amounts then owing to such other Banks, ratably in accordance with such respective Defaulted Amounts then owing to such other Banks. Any portion of such amount paid by the Borrowers or otherwise received by the Agent such Account Party for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank remaining, after giving effect to the amount applied by the Administrative Agent pursuant to this Section 2.11(a), shall be applied by the Administrative Agent as specified in Section 2.11(b). (whether on b) In the event that, at any one time, (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall not owe a Defaulted Amount and (iii) any Account Party, any Agent or other Bank shall be required to pay or distribute any amount hereunder or under any other Loan Document to or for the account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead then such Account Party or such Agent or such other Bank shall pay such amount to the Administrative Agent to be retained held by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by applicable law, in escrow and the Administrative Agent shall, to the making fullest extent permitted by applicable law, hold in escrow such amount otherwise held by it. Any funds held by the Administrative Agent in escrow under this Section 2.11(b) shall be deposited by the Administrative Agent in an account with Wachovia in the name and under the control of payments the Administrative Agent, but subject to the provisions of this Section 2.11(b). The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be Wachovia’s standard terms applicable to escrow accounts maintained with it. Any interest credited to such account from time to time shall be held by the Administrative Agent in escrow under, and applied by the Administrative Agent from time to time in accordance with the provisions of, this Section 2.11(b). The Administrative Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Bank and to pay any amount payable by such Defaulting Bank hereunder and under the other Loan Documents to the Administrative Agent or any other Bank, as and when such Advances or amounts are required to be made or paid and, if the amount so held in escrow shall at any time be insufficient to make and pay all such Advances and amounts required to be made or paid at such time, in the following order of priority: first : (i) first, to the payment of Agents for any amounts owing then due and payable by such Defaulting Bank to the Agent under this AgreementAgents hereunder; (ii) second, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest Issuing Banks for any amount then due and payable to them, third to the payment of fees then due and payable to the Non-in their capacity as such, by such Defaulting Banks hereunderBank, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-such Issuing Banks; and (iii) third, to any other Banks for any amount then due and payable by such Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers Bank to such other Banks hereunder, ratably in accordance with such respective amounts then due and payable to pay amounts such other Banks. In the event that any Bank that is a Defaulting Bank shall, at any time, cease to be a Defaulting Bank, any funds held by the Administrative Agent in escrow at such time with respect to such Bank shall be distributed by the Administrative Agent to such Bank and applied by such Bank to the obligations owing to such Bank at such time under this Agreement to and the other Loan Documents ratably in accordance with the respective amounts of such Defaulting Bank or as a court of competent jurisdiction may otherwise directobligations outstanding at such time. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of rights and remedies against a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or Section 2.11 are in addition to other amounts), provided rights and remedies that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankDefaulted Amount.

Defaulting Banks. Notwithstanding any provision of this Agreement to (a) If a Bank becomes, and during the contraryperiod it remains, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount amounts paid by the Borrowers Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of principal, interest, fees, indemnity payments or other amounts not constituting principal or interestamounts) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.18(d2.9(c)) the termination of the Commitments and payment in full of all obligations of the Borrowers Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Banks hereunder other than Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to pay principal then due and payable to the Non-Defaulting Banks hereunder ratably in accordance with the amounts thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth sixth after the termination of the Commitments and payment in full of all obligations of the Borrowers Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this Section 2.9(a) shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto. (iib) Any amount paid No Commitment of any Bank shall be increased or, except as otherwise expressly provided in Section 2.9(a), otherwise affected, and performance by the Borrowers for Borrower of its obligations shall not be excused or otherwise modified as a result of the account operation of Section 2.9(a). The rights and remedies against a Defaulting Bank representing principal or interest payable under Section 2.9(a) are in addition to such Defaulting Bank shall be paid to such Defaulting Bank in any other rights and remedies which the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Administrative Agent or any Bank may have against such Defaulting Bank; and. (dc) In If the event that the Borrowers Borrower and the Administrative Agent agree in writing in their discretion reasonable determination that a Defaulting Bank is or a Potential Defaulting Bank should no longer be deemed to be a Defaulting Bank or a Potential Defaulting Bank, as the case may be, the Administrative 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 amounts then held in the segregated account referred to in Section 2.18(b)cash collateral), such that Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances of the other Banks and/or make or take such other adjustments actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks Advances to be funded and held on a pro rata basis by the Banks in accordance with their respective CommitmentsCommitments and Advances, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-or Potential Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank or Potential Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank or Potential Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct.and (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding (a) In the event that, at any provision one time, (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Amount to any Agent or any of this Agreement the other Banks and (iii) any Account Party shall make any payment hereunder or under any other Loan Document to the contrary, if any Bank becomes a Administrative Agent for the account of such Defaulting Bank, then the following provisions shall Administrative Agent may, on its behalf or on behalf of such other Banks and to the fullest extent permitted by applicable law, apply at such time the amount so paid by such Account Party to or for so long as the account of such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights payment of each such Defaulted Amount to the Banks extent required to pay such Defaulted Amount. In the event that the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement and the other than Defaulting Banks in respect Loan Documents payment, to such extent, of such fees);Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to such other Banks, ratably in accordance with the respective portions of such Defaulted Amounts payable at such time to the Administrative Agent and such other Banks and, if the amount of such payment made by such Account Party shall at such time be insufficient to pay all Defaulted Amounts owing at such time to the Administrative Agent, such other Agents and such other Banks, in the following order of priority: (i) first, to the Agents for any Defaulted Amounts then owing to the Agents; (ii) second, to the Issuing Bank for any amount then due and payable to it, in its capacity as such, by such Defaulting Bank, ratably in accordance with such amounts then due and payable to the Issuing Bank; and (iii) third, to any other Banks for any Defaulted Amounts then owing to such other Banks, ratably in accordance with such respective Defaulted Amounts then owing to such other Banks. Any portion of such amount paid by the Borrowers or otherwise received by the Agent such Account Party for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank remaining, after giving effect to the amount applied by the Administrative Agent pursuant to this subsection (whether on a), shall be applied by the Administrative Agent as specified in subsection (b) of this Section 2.11. (b) In the event that, at any one time, (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall not owe a Defaulted Amount and (iii) any Account Party, any Agent or other Bank shall be required to pay or distribute any amount hereunder or under any other Loan Document to or for the account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead then such Account Party or such Agent or such other Bank shall pay such amount to the Administrative Agent to be retained held by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by applicable law, in escrow and the Administrative Agent shall, to the making fullest extent permitted by applicable law, hold in escrow such amount otherwise held by it. Any funds held by the Administrative Agent in escrow under this subsection (b) shall be deposited by the Administrative Agent in an account with Wachovia in the name and under the control of payments the Administrative Agent, but subject to the provisions of this subsection (b). The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be Wachovia's standard terms applicable to escrow accounts maintained with it. Any interest credited to such account from time to time shall be held by the Administrative Agent in escrow under, and applied by the Administrative Agent from time to time in accordance with the provisions of, this subsection (b). The Administrative Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Bank and to pay any amount payable by such Defaulting Bank hereunder and under the other Loan Documents to the Administrative Agent or any other Bank, as and when such Advances or amounts are required to be made or paid and, if the amount so held in escrow shall at any time be insufficient to make and pay all such Advances and amounts required to be made or paid at such time, in the following order of priority: first : (i) first, to the payment of Agents for any amounts owing then due and payable by such Defaulting Bank to the Agent under this AgreementAgents hereunder; (ii) second, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest Issuing Bank for any amount then due and payable to themit, third to the payment of fees then due and payable to the Non-in its capacity as such, by such Defaulting Banks hereunderBank, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-such Issuing Bank; and (iii) third, to any other Banks for any amount then due and payable by such Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers Bank to such other Banks hereunder, ratably in accordance with such respective amounts then due and payable to pay amounts such other Banks. In the event that any Bank that is a Defaulting Bank shall, at any time, cease to be a Defaulting Bank, any funds held by the Administrative Agent in escrow at such time with respect to such Bank shall be distributed by the Administrative Agent to such Bank and applied by such Bank to the Obligations owing to such Bank at such time under this Agreement to and the other Loan Documents ratably in accordance with the respective amounts of such Defaulting Bank or as a court of competent jurisdiction may otherwise directObligations outstanding at such time. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of rights and remedies against a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or Section 2.11 are in addition to other amounts), provided rights and remedies that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankDefaulted Amount.

Defaulting Banks. Notwithstanding (a) In the event that, at any provision of this Agreement one time (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Loan to the contrary, if Company and (iii) the Company shall be required to make any Bank becomes a payment hereunder to or for the account of such Defaulting Bank, then the following provisions shall apply for Company may, so long as no Event of Default shall occur or be continuing at such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments time and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by applicable law, set off and otherwise apply the obligations of the Company to make such payment to or for the account of such Defaulting Bank against the obligation of such Defaulting Bank to make such Defaulted Loan. In the event that, on any date, the Company shall so set off and otherwise apply its obligation to make any such payment against the obligation of such Defaulting Bank to make any such Defaulted Loan on or prior to such date, the amount so set off and otherwise applied by the Company shall constitute for all purposes of this Agreement a Loan by such Defaulting Bank made on the date of such setoff under the provision hereof pursuant to which such Defaulted Loan was originally required to have been made. Such Loan shall be considered, for all purposes of this Agreement, to comprise part of the Loan in connection with which such Defaulted Loan was originally required to have been made. The Company shall notify the Administrative Agent at any time the Company exercises its right of set-off pursuant to this subsection (a) and shall set forth in such notice (A) the name of the Defaulting Bank and the Defaulted Loan required to be made by such Defaulting Bank and (B) the amount set off and otherwise applied in respect of such Defaulted Loan pursuant to this subsection (a). Any portion of such payment otherwise required to be made by the Company to or for the account of such Defaulting Bank which is paid by the Company, after giving effect to the making amount set off and otherwise applied by the Company pursuant to this subsection (a), shall be applied by the Administrative Agent as specified in subsection (b) of payments from this Section 2.24. (b) In the event that, at any one time, (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Amount to the Administrative Agent or any of the other Banks and (iii) the Company shall make any payment hereunder to the Administrative Agent for the account of such Defaulting Bank, then the Administrative Agent may, on its behalf or on behalf of such other Bank and to the fullest extent permitted by applicable law, apply at such time the amount so paid by the Company to time or for the account of such Defaulting Bank to the payment of each such Defaulted Amount to the extent required to pay such Defaulted Amount. In the event that the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement payment, to such extent, of such Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to such other Banks in the following order of priority: first first, to the payment of Administrative Agent for any amounts Defaulted Amounts then owing by such Defaulting Bank to the Agent under this Agreementit, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banksin its capacity as such, ratably among them in accordance with such Defaulted Amounts then owing to the amounts of such interest Administrative Agent; second, to the Issuing Banks and the Swing Line Bank for any Defaulted Amounts then due and payable owing to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunderin their capacities as such, ratably among them in accordance with the amounts of such fees respective Defaulted Amounts then due and payable to them, fourth owing to the ratable payment of other amounts then due Issuing Banks and payable to the Non-Defaulting Banks, Swing Line Bank; and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunderthird, to pay amounts any Bank for any Defaulted Amounts then owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable Bank, ratably in accordance with such respective Defaulted Amounts then owing to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank;. (c) The Borrowers may terminate the unused amount of the Commitment of rights and remedies against a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or Section 2.24 are in addition to other amounts), provided rights and remedies that the Company may have against such termination will not be deemed Defaulting Bank with respect to be a waiver or release of any claim any Borrower, Defaulted Loan and that the Administrative Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankDefaulted Amount.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, Bank then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Fees shall cease to accrue on the unfunded Commitment of such Defaulting Bank will not pursuant to Section 5.04(a). Each Defaulting Bank shall be entitled to receive Letter of Credit Fees under Section 5.04(b) for any fees accruing period during which such period Bank is a Defaulting Bank only to the extent allocable to its L/C Exposure of the stated amount of Letters of Credit for which it has provided cash collateral to the Administrative Agent. (b) The Commitments and Revolving Credit Exposure of such Defaulting Bank shall not be included in determining whether the Majority Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 2.04 11.01) which requires Majority Banks consent. (c) All or any part of any Swingline Exposure or L/C Exposure shall be reallocated among the non-Defaulting Banks in accordance with their respective Applicable Percentages but only to the extent such reallocation does not cause any non-Defaulting Bank to exceed its Commitment; provided that if such reallocation cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within two Business Days following notice by the rights Administrative Agent (x) first, prepay such Swingline Exposure, and (y) second, cash collateralize for the benefit of each Issuing Bank the Borrower’s obligations corresponding to such Defaulting Bank’s L/C Exposure (after giving effect to any partial reallocation described in this clause (c)) in accordance with the procedures set forth in Section 9.02 for so long as such L/C Exposure is outstanding. Notwithstanding the foregoing, reallocation of Swingline Exposure or L/C Exposure in accordance with the terms of this Agreement shall not constitute a waiver or release of claims against any such Defaulting Bank. (d) If the Borrower cash collateralizes any portion of such Defaulting Bank’s L/C Exposure pursuant to clause (c) above, the Borrower shall not be required to pay any fees to such Defaulting Bank pursuant to Section 5.04(b) with respect to such Defaulting Bank’s L/C Exposure during the period such Defaulting Bank’s L/C Exposure is so cash collateralized. (e) If the L/C Exposure of the Banks other than non-Defaulting Banks are reallocated pursuant to clause (c) above, then the fees payable to the Banks pursuant to Sections 5.04(a) and (b) shall be adjusted in respect accordance with such non-Defaulting Banks’ Applicable Percentages. (f) If all or any portion of such fees); Defaulting Bank’s L/C Exposure is neither cash collateralized nor reallocated pursuant to clause (ic) Any amount paid by above, then, without prejudice to any rights or remedies of the Borrowers Issuing Banks or any other Bank hereunder, all Facility Fees that otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest would have been payable to such Defaulting Bank (whether on account solely with respect to the portion of fees, indemnity payments or other amounts not constituting principal or interestsuch Defaulting Bank’s Commitment that was utilized by such L/C Exposure) will not be paid or distributed and Letter of Credit Fees payable under Section 5.04(b) with respect to such Defaulting Bank’s L/C Exposure shall be payable, but will instead be retained by the Agent in on a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agentpro rata basis, to the fullest extent permitted Issuing Banks until each such L/C Exposure is cash collateralized and/or reallocated. (g) So long as such Bank is a Defaulting Bank, no Swingline Banks shall be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless, in each case, the applicable Swingline Bank or Issuing Bank is satisfied that the related exposure will be 100% covered by lawthe non-Defaulting Banks, cash collateral provided pursuant to clause fifth of Section 5.19(h) below and/or cash collateral provided by the making Borrower in accordance with Section 5.19(c). (h) Any payment of payments principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Bank (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Bank pursuant to Section 11.05 shall be applied at such time to time in or times as may be determined by the following order of priorityAdministrative Agent as follows: first first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Bank to any Swingline Bank or Issuing Bank hereunder; third, to cash collateralize the Issuing Banks’ exposure with respect to such Defaulting Bank; fourth as the Borrower may request (so long as no Event of Default or Unmatured Event of Default exists), to the funding of any Advance in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Bank’s potential future funding obligations with respect to Advances under this Agreement and (y) cash collateralize the Issuing Banks’ future exposure with respect to such Defaulting Bank with respect to future Letters of Credit issued under this Agreement; sixth, second to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Defaulting Banks, ratably among them in accordance with the amounts Swingline Banks or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank, the Swingline Banks or the Issuing Banks against such Defaulting Bank as a result of such interest then due and payable to themDefaulting Bank’s breach of its obligations under this Agreement; seventh, third so long as no Event of Default or Unmatured Event of Default exists, to the payment of fees then due and payable any amounts owing to the Non-Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank’s breach of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all its obligations of the Borrowers hereunder, to pay amounts owing under this Agreement Agreement; and eighth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise direct. jurisdiction; provided that if (iix) Any such payment is a payment of the principal amount paid of any Advances or Reimbursement Obligations in respect of which such Defaulting Bank has not fully funded its proportionate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Reimbursement Obligations owed to, all non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Advances of, or Reimbursement Obligations owed to, such Defaulting Bank until such time as all Advances and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Borrowers for Banks pro rata in accordance with the account of Commitments without giving effect to Section 5.19(c). Any payments, prepayments or other amounts paid or payable to a Defaulting Bank representing principal that are applied (or interest payable held) to such pay amounts owed by a Defaulting Bank shall be deemed paid to and redirected by such Defaulting Bank, and each Bank in irrevocably consents hereto. (i) In the same amounts event that the Administrative Agent, the Borrower, each Swingline Bank and in the same manner as if such each Issuing Bank agree that a Defaulting Bank were has adequately remedied all matters that caused such Bank to be a Non-Defaulting Bank;, then the Aggregate Revolving Credit Exposure shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the loans of the other Banks (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Bank to hold such loans in accordance with its Applicable Percentage. (cj) The Borrowers Borrower may terminate the unused amount of the Commitment of any Bank that is a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Administrative Agent (which will shall promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b5.19(c) will apply to all amounts thereafter paid by the Borrowers Borrower for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination will shall not be deemed to be a waiver or release of any claim any the Borrower, the Agent Administrative Agent, any Issuing Bank, any Swingline Bank or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such facility fees shall cease to accrue on the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees2.10(a); (ib) Any amount paid by the Borrowers Commitment and Credit Exposure of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or otherwise received by may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.05); provided that this clause (b) shall not apply to the Agent for the account vote of a Defaulting Bank under this Agreement in the case of an amendment, waiver or other modification requiring the consent of such Bank or each Bank affected thereby; (c) with respect to any Fronted LC Exposure (if any): (i) all or any part of the Fronted LC Exposure of such Defaulting Bank (other than such Fronted LC Exposure that is cash collateralized pursuant to Section 2.16(b)) shall be reallocated among the Non-Defaulting Banks in accordance with their respective Applicable Percentages but only to the extent the sum of all Non-Defaulting Banks' Credit Exposures plus such Defaulting Bank's LC Exposure does not exceed the total of all Non-Defaulting Banks' Commitments (and, if such reallocation can only partially be effected, such reallocation shall be made ratably among the then outstanding Fronted Letters of Credit, unless otherwise agreed by the Fronting Issuing Banks and the Administrative Agent); (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the relevant Account Party under each outstanding Fronted Letter of Credit shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the applicable Fronting Issuing Bank only such Account Party's obligations in respect thereof corresponding to such Defaulting Bank's Fronted LC Exposure thereunder (after giving effect to any amounts representing principal partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.03(e) for so long as such Fronted LC Exposure is outstanding; (iii) if the Account Parties cash collateralizes any portion of such Defaulting Bank's Fronted LC Exposure pursuant to clause (ii) above, the Company shall not be required to pay any letter of credit fees to such Defaulting Bank pursuant to Section 2.10(b) with respect to such Defaulting Bank's Fronted LC Exposure during the period and to the extent that such Defaulting Bank's Fronted LC Exposure is cash collateralized; (iv) if the Fronted LC Exposure of the Non-Defaulting Banks is reallocated pursuant to clause (i) above, then the letter of credit fees payable to the Banks pursuant to Section 2.10(b) shall be adjusted in accordance with such Non-Defaulting Banks' Applicable Percentages; (v) if all or interest any portion of such Defaulting Bank's Fronted LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any applicable Fronting Issuing Bank or any other Bank hereunder, all facility fees that otherwise would have been payable to such Defaulting Bank (whether on account solely with respect to the portion of fees, indemnity payments or other amounts not constituting principal or interestsuch Defaulting Bank's Commitment that was utilized by such Fronted LC Exposure) will not be paid or distributed and letter of credit fees payable under Section 2.10(b) with respect to such Defaulting Bank's Fronted LC Exposure shall be payable to the applicable Fronting Issuing Banks until and to the extent that such Fronted LC Exposure is reallocated and/or cash collateralized; (vi) so long as such Bank is a Defaulting Bank, but no Fronting Issuing Bank shall be required to issue, amend or increase any Fronted Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Bank's then outstanding Fronted LC Exposure will instead be retained 100% covered by the Agent Commitments of the Non-Defaulting Banks and/or cash collateral will be provided by the Account Parties in accordance with Section 2.17(c), and participating interests in any newly issued or increased Fronted Letter of Credit shall be allocated among Non-Defaulting Banks in a segregated nonmanner consistent with Section 2.17(c)(i) (and such Defaulting Bank shall not participate therein); and (vii) if (i) a Bankruptcy Event with respect to a Parent of any Bank shall occur following the date hereof and for so long as such event shall continue or (ii) any Fronting Issuing Bank has a good faith belief that any Bank has defaulted in fulfilling its obligations under one or more other agreements in which such Bank commits to extend credit, such Fronting Issuing Bank shall not be required to issue, amend or increase any Fronted Letter of Credit, unless such Fronting Issuing Bank shall have entered into arrangements with the Account Parties or such Bank, satisfactory to such Fronting Issuing Bank, to defease any risk to it in respect of such Bank hereunder; (d) with respect to any Syndicated LC Exposure (if any): (i) letter of credit fees shall cease to accrue on such Defaulting Bank's Syndicated LC Exposure pursuant to Section 2.10(b); (ii) with respect to any Syndicated Letter of Credit outstanding at the time such Bank becomes a Defaulting Bank, with the consent of the beneficiary thereunder to the extent required by the terms thereof or under applicable law (including, if applicable, the Uniform Customs and Practices for Documentary Credits governing such Syndicated Letter of Credit), (x) all or any part of the Syndicated LC Exposure of such Defaulting Bank (other than any such Syndicated LC Exposure for which JPMCB is then acting as a Confirming Bank for such Defaulting Bank pursuant to Section 2.16(b)) shall be reallocated among the Non-interest bearing account Defaulting Banks in accordance with their respective Applicable Percentages but only to the extent the sum of all Non-Defaulting Banks' Credit Exposures plus such Defaulting Bank's LC Exposure does not exceed the total of all Non-Defaulting Banks' Commitments and (y) each such Syndicated Letter of Credit (other than any Syndicated Letter of Credit in respect of which JPMCB is then acting as a Confirming Bank for such Bank pursuant to Section 2.16(b)) shall be amended by the Administrative Agent to specify the Banks that are parties to such Syndicated Letter of Credit (excluding, for avoidance of doubt, such Bank), after giving effect to such event, and such Banks' respective Applicable Percentages as of the effective date of such amendment; (iii) if the Syndicated LC Exposure of the Non-Defaulting Banks is reallocated with respect to any Syndicated Letter of Credit pursuant to clause (ii) above, then the letter of credit fees payable to the Banks with respect to such Syndicated Letter of Credit pursuant to Section 2.10(b) shall be adjusted in accordance with such Non-Defaulting Banks' Applicable Percentages; and (iv) the Syndicated LC Exposures of the Banks in respect of any newly issued Syndicated Letter of Credit shall be allocated among Non-Defaulting Banks in a manner consistent with clause (ii) above (and such Defaulting Bank shall have no obligation under each such Syndicated Letter of Credit to the extent such Syndicated LC Exposures in respect thereof are so reallocated); (e) until such time as the readjustments with respect to such Defaulting Bank are effected pursuant to subsection (f) of this Section, the Company may, upon notice to such Defaulting Bank and the Administrative Agent, require such Bank, at the expense of such Defaulting Bank, to assign, without recourse (in accordance with and subject to the restrictions contained in Section 2.18(d10.06)) , all its interests, rights and obligations under this Agreement and the termination Letters of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the AgentCredit issued, to the fullest extent permitted by lawor participated in, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to any Person that shall assume such obligations (which assignee may be another Bank, if it accepts such assignment) with (and subject to) the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination consent of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. Administrative Agent (iiwhich consent shall not unreasonably be withheld); provided that (i) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid have received payment of an amount equal to the outstanding amount of its LC Disbursements (including participations therein), principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding LC Disbursements, Loans and accrued interest and fees) or the applicable Account Parties (in the case of all other amounts) (provided that the Account Parties may deduct, or cause such assignee to deduct, from amounts payable by them or it, as applicable, to such Defaulting Bank hereunder all fees, costs and expenses reasonably incurred by the Account Parties in the same amounts effecting such assignment) and in the same manner as if (ii) concurrently with such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice assignment, to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account extent any LC Exposure of such Defaulting Bank under theretofore shall have been reallocated pursuant to this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any BorrowerSection, the Agent or any Bank may have against Credit Exposures of the Banks (including, after giving effect to such assignment, such assignee) shall be readjusted (and payments made by the relevant parties) in a manner consistent with subsection (f) of this Section, such that, after giving effect thereto, the Banks (including such assignee, but not such Defaulting Bank; and (d) In shall hold the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts Credit Exposures then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective CommitmentsApplicable Percentages; and (f) in the event that the Administrative Agent, whereupon the Account Parties and (to the extent there shall be Fronted Letters of Credit then outstanding) each Fronting Issuing Bank each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank will to be a Defaulting Bank, then such Bank shall cease to be a Defaulting Bank and will the Credit Exposures of the Banks shall be readjusted as follows: (i) with respect to any Fronted LC Exposure then outstanding, such Fronting LC Exposure shall be readjusted to reflect the inclusion of such Bank's Commitment and such Bank shall purchase at par such of the unreimbursed LC Disbursements then outstanding (if any) of the other Banks in respect of such Fronted LC Exposure as the Administrative Agent shall determine may be necessary in order for such Bank to hold such LC Disbursements in accordance with its Applicable Percentage; (ii) with respect to any Syndicated LC Exposure then outstanding, (x) with the consent of the beneficiary under each outstanding Syndicated Letter of Credit to the extent required by the terms thereof or under applicable law (including, if applicable, the Uniform Customs and Practices for Documentary Credits governing such Syndicated Letter of Credit) and to the extent such Syndicated Letter of Credit was theretofore amended or issued pursuant to subsection (d)(ii) or (d)(iv), as applicable, of this Section to reflect the exclusion of such Bank’s Commitment, (I) each such Syndicated Letter of Credit shall be amended by the Administrative Agent to specify the Banks (including such Bank) that are then parties to such Syndicated Letter of Credit and such Banks' respective Applicable Percentages, in each case reflecting the inclusion of such Bank’s Commitment, as of the effective date of such amendment and (II) if such Syndicated Letter of Credit was not theretofore amended pursuant to subsection (d)(ii) of this Section to reflect the exclusion of such Bank’s Commitment thereunder, but instead the face amount of such Syndicated Letter of Credit was increased or a new Letter of Credit was issued hereunder in favor of the beneficiary of such Syndicated Letter of Credit in order to provide such beneficiary with an aggregate undrawn face amount of Letters of Credit from the Non-Defaulting Bank Banks (and each including, if applicable, the applicable Fronting Issuing Banks) in the amount required by such beneficiary, the amount of such Syndicated Letter of Credit or new Letter of Credit shall be amended by the Administrative Agent to decrease the amount thereof, or the Company shall arrange for such new Letter of Credit to be surrendered by such beneficiary to the Administrative Agent or the applicable Fronting Issuing Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis , in order to reflect the foregoing); inclusion of such Bank’s Commitment pursuant to the amendment to such Syndicated Letter of Credit under sub-clause (I) above (provided that no adjustments will that, notwithstanding anything herein to the contrary, the Company shall not be made retroactively required to pay any letter of credit fees to such Bank pursuant to Section 2.10(b) until such amendments with respect to fees accrued or payments made by or on behalf such Letters of Credit shall have become effective); (y) (subject to clause (x) being satisfied with respect to a Syndicated Letter of Credit) the Syndicated LC Exposure of the Borrowers while Banks with respect to such Syndicated Letter of Credit shall be readjusted to reflect the inclusion of such Bank's Commitment; and (z) (subject to clause (x) being satisfied with respect to a Syndicated Letter of Credit) such Bank was a Defaulting Bank; and provided, further, that except shall purchase at par such of the unreimbursed LC Disbursements then outstanding (if any) of the other Banks with respect to such Syndicated Letter of Credit as the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Administrative Agent shall determine may be necessary in order for such Bank to Non-Defaulting hold such LC Disbursements in accordance with its Applicable Percentage; and (iii) with respect to any Loans then outstanding, such Bank will constitute a waiver or release shall purchase at par such of any claim the Loans of any party hereunder arising from the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank’s having been a Defaulting BankBank to hold such Loans in accordance with its Applicable Percentage.

Defaulting Banks. Notwithstanding (a) In the event that, at any provision of this Agreement one time (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Loan to the contrary, if Company and (iii) the Company shall be required to make any Bank becomes a payment hereunder to or for the account of such Defaulting Bank, then the following provisions shall apply for Company may, so long as no Event of Default shall occur or be continuing at such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments time and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by applicable law, set off and otherwise apply the obligations of the Company to make such payment to or for the account of such Defaulting Bank against the obligation of such Defaulting Bank to make such Defaulted Loan. In the event that, on any date, the Company shall so set off and otherwise apply its obligation to make any such payment against the obligation of such Defaulting Bank to make any such Defaulted Loan on or prior to such date, the amount so set off and otherwise applied by the Company shall constitute for all purposes of this Agreement a Loan by such Defaulting Bank made on the date of such setoff under the provision hereof pursuant to which such Defaulted Loan was originally required to have been made. Such Loan shall be considered, for all purposes of this Agreement, to comprise part of the Loan in connection with which such Defaulted Loan was originally required to have been made. The Company shall notify the Administrative Agent at any time the Company exercises its right of set-off pursuant to this subsection (a) and shall set forth in such notice (A) the name of the Defaulting Bank and the Defaulted Loan required to be made by such Defaulting Bank and (B) the amount set off and otherwise applied in respect of such Defaulted Loan pursuant to this subsection (a). Any portion of such payment otherwise required to be made by the Company to or for the account of such Defaulting Bank which is paid by the Company, after giving effect to the making amount set off and otherwise applied by the Company pursuant to this subsection (a), shall be applied by the Administrative Agent as specified in subsection (b) of payments from this Section 2.19. (b) In the event that, at any one time, (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Amount to the Administrative Agent or any of the other Banks and (iii) the Company shall make any payment hereunder to the Administrative Agent for the account of such Defaulting Bank, then the Administrative Agent may, on its behalf or on behalf of such other Bank and to the fullest extent permitted by applicable law, apply at such time the amount so paid by the Company to time or for the account of such Defaulting Bank to the payment of each such Defaulted Amount to the extent required to pay such Defaulted Amount. In the event that the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement payment, to such extent, of such Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to such other Banks in the following order of priority: first first, to the payment of Administrative Agent for any amounts Defaulted Amounts then owing by such Defaulting Bank to the Agent under this Agreementit, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banksin its capacity as such, ratably among them in accordance with the amounts of such interest Defaulted Amounts then due and payable to them, third owing to the payment of fees Administrative Agent; and second, to any Bank for any Defaulted Amounts then due and payable owing to the Non-Defaulting Banks hereundersuch Bank, ratably among them in accordance with the amounts of such fees respective Defaulted Amounts then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise directBank. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of rights and remedies against a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or Section 2.19 are in addition to other amounts), provided rights and remedies that the Company may have against such termination will not be deemed Defaulting Bank with respect to be a waiver or release of any claim any Borrower, Defaulted Loan and that the Administrative Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankDefaulted Amount.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such fees shall cease to accrue on the unused portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such feessubsection 2.4(a); (b) the Commitment and Aggregate Outstanding Extensions of Credit of such Defaulting Bank shall not be included in determining whether all Banks, all affected Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to subsection 10.1); provided that (i) Any such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to without such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct.’s consent; (iic) Any amount paid by if any L/C Exposure exists at the Borrowers for the account of time such Bank becomes a Defaulting Bank representing principal then: (i) all or interest payable to any part of the L/C Exposure of such Defaulting Bank shall be paid to such Defaulting Bank in reallocated among the same amounts and in the same manner as if such Defaulting Bank were a Nonnon-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitment Percentages but only to the extent the sum of all non-Defaulting Banks’ Aggregate Outstanding Extensions of Credit plus such Defaulting Bank’s L/C Exposure does not exceed the total of all non-Defaulting Banks’ Commitments; (ii) if the reallocation described in clause (i) above cannot, whereupon or can only partially, be effected, the Company shall within one Business Day following notice by the Agent cash collateralize for the benefit of the Issuing Banks only the Company’s obligations corresponding to such Defaulting Bank’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in subsection 8.1 for so long as such L/C Exposure is outstanding; (iii) if the Company cash collateralizes any portion of such Defaulting Bank’s L/C Exposure pursuant to clause (ii) above, the Company shall not be required to pay any fees to such Defaulting Bank pursuant to subsection 3.3(a) with respect to such Defaulting Bank’s L/C Exposure during the period such Defaulting Bank’s L/C Exposure is cash collateralized; (iv) if the L/C Exposure of the non-Defaulting Banks is reallocated pursuant to clause (i) above, then the fees payable to the Banks pursuant to subsection 2.4(a) and subsection 3.3(a) shall be adjusted in accordance with such non-Defaulting Banks’ Commitment Percentages; and (v) if all or any portion of such Defaulting Bank’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Banks or any other Bank hereunder, all fees payable under subsection 3.3(a) with respect to such Defaulting Bank’s L/C Exposure shall be payable to the applicable Issuing Bank until and to the extent that such L/C Exposure is reallocated and/or cash collateralized; (d) so long as such Bank is a Defaulting Bank, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the Defaulting Bank’s then outstanding L/C Exposure will cease be 100% covered by the Commitments of the non-Defaulting Banks and/or cash collateral will be provided by the Company in accordance with subsection 2.20(c), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with subsection 2.20(c)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of any Bank shall occur following the date hereof and for so long as such event shall continue, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Company or such Bank, satisfactory to such Issuing Bank, to defease any risk to it in respect of such Bank hereunder; and (e) in the event that the Agent, the Company and the Issuing Banks each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank and will Bank, then the L/C Exposure of the Banks shall be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis readjusted to reflect the foregoing)inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision (a) If a Bank becomes, and during the period it remains, a Defaulting Bank, the following provisions shall apply: (i) such Defaulting Bank’s Letter of this Agreement Credit Liabilities will, subject to the contrarylimitation in the first proviso below and provided that no Event of Default has occurred and is containing, if any automatically be reallocated (effective on the day such Bank becomes a Defaulting Bank, then ) among the following provisions shall apply for so long as such Bank is a Non-Defaulting Banks pro rata in accordance with their respective Commitments; provided that (A) the sum of each Non-Defaulting Bank:’s aggregate principal amount of Loans and allocated share of the Letter of Credit Liabilities may not in any event exceed the Commitment of such Non-Defaulting Bank as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Bank pursuant thereto will constitute a waiver or release of any claim the Borrower, the Servicing Agent, any Issuing Bank, or any other Bank may have against such Defaulting Bank or cause such Defaulting Bank to be a Non-Defaulting Bank; (aii) Such to the extent that any portion (the “unreallocated portion”) of the Defaulting Bank will Bank’s Letter of Credit Liabilities cannot be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights so reallocated, whether by reason of the Banks other first proviso in clause (i) above or otherwise, the Borrower will, not later than Defaulting Banks three Business Days after demand by the Servicing Agent (at the direction of the applicable Issuing Bank(s)), (A) cash collateralize the obligations of the Borrower in respect of such feesLetter of Credit Liabilities in an amount at least equal to the aggregate amount of the unreallocated portion of such Letter of Credit Liabilities, or (B) make other arrangements satisfactory to the Servicing Agent and the applicable Issuing Bank(s), as the case may be, in their reasonable discretion to protect them against the risk of non-payment by such Defaulting Bank; (iiii) Any amount paid by the Borrowers any payment of principal, interest, fees or otherwise other amounts received by the Servicing Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of feesvoluntary or mandatory, indemnity payments at maturity, pursuant to Article 6 or other amounts not constituting principal otherwise) or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained received by the Servicing Agent in from a segregated non-interest bearing account until (subject Defaulting Bank pursuant to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will 9.04 shall be applied at such time or times as may be determined by the AgentServicing Agent as follows: first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Servicing Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Bank to any Issuing Bank hereunder; third, to cash collateralize the Letter of Credit Liabilities of such Defaulting Bank in accordance with this Section 2.20; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Servicing Agent; fifth, if so determined by the Servicing Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Bank’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the future Letter of Credit Liabilities of such Defaulting Bank with respect to future Letters of Credit issued under this Agreement; sixth, second to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Banks or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank or the Issuing Banks against such Defaulting Banks, ratably among them in accordance with the amounts Bank as a result of such interest then due and payable to themDefaulting Bank’s breach of its obligations under this Agreement; seventh, third so long as no Default exists, to the payment of fees then due and payable any amounts owing to the Non-Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank's breach of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all its obligations of the Borrowers hereunder, to pay amounts owing under this Agreement Agreement; and eighth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise directjurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Liabilities in respect of which such Defaulting Bank has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Liabilities owed to, all Non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Liabilities owed to, such Defaulting Bank until such time as all Loans and funded and unfunded participations in Letter of Credit Liabilities are held by the Banks pro rata in accordance with the Commitments without giving effect to Section 2.20(a)(i). Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this Section 2.20(a)(iii) shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto; and (iv) so long as such Bank is a Defaulting Bank or a Potential Defaulting Bank, the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and such Defaulting Bank’s or such Potential Defaulting Bank’s then outstanding Letter of Credit Liabilities will be 100% covered by the Commitments of the Non-Defaulting Banks and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(a)(ii), and participating interests in any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Banks in a manner consistent with Section 2.20(a)(ii) (and such Defaulting Bank or Potential Defaulting Bank shall not participate therein). (iib) Any amount paid by the Borrowers for the account No Commitment of a Defaulting Bank representing principal or interest payable to such Defaulting any Bank shall be paid to such Defaulting Bank increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.20, performance by the same amounts and in the same manner Borrower of its obligations shall not be excused or otherwise modified as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount result of the Commitment operation of this Section 2.20. The rights and remedies against a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or Section 2.20 are in addition to any other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any rights and remedies which the Borrower, the Agent Servicing Agent, any Issuing Bank or any Bank may have against such Defaulting Bank; and. (dc) In If the event that the Borrowers Borrower, each Issuing Bank and the Servicing Agent agree in writing in their discretion reasonable determination that a Defaulting Bank is or a Potential Defaulting Bank should no longer be deemed to be a Defaulting Bank or a Potential Defaulting Bank, as the case may be, the Servicing 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 amounts then held in the segregated account referred to in Section 2.18(b)cash collateral), such that Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances Loans of the other Banks and/or make or take such other adjustments actions as the Servicing Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks Loans to be funded and held on a pro rata basis by the Banks in accordance with their respective CommitmentsPercentages, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-or Potential Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank or Potential Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank or Potential Defaulting Bank. (d) The Borrower may terminate the unused amount of the Commitment of any Bank that is a Defaulting Bank upon not less than ten Business Days’ prior notice to the Servicing Agent (which shall promptly notify the Banks thereof), and in such event the provisions of Section 2.20(a)(iii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agents, the Servicing Agent, any Issuing Bank or any Bank may have against such Defaulting Bank.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long then, until such time as such Bank is no longer a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice , to the rights of the Banks other than Defaulting Banks in respect of such fees);extent permitted by applicable law: (i) Such Defaulting Bank’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Banks. (ii) Any amount paid by the Borrowers payment of principal, interest, fees or otherwise other amounts received by the Administrative Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of feesvoluntary or mandatory, indemnity payments at maturity, pursuant to Article VI or other amounts not constituting principal otherwise) or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained received by the Administrative Agent in from a segregated non-interest bearing account until (subject Defaulting Bank pursuant to Section 2.18(d)) the termination any right of the Commitments and payment in full of all obligations of the Borrowers hereunder and will setoff shall be applied at such time or times as may be determined by the AgentAdministrative Agent as follows: first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Bank’s potential future funding obligations with respect to Loans under this Agreement; fourth, second to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank against such Defaulting Banks, ratably among them in accordance with the amounts Bank as a result of such interest then due and payable to themDefaulting Bank’s breach of its obligations under this Agreement; fifth, third so long as no Default or Event of Default exists, to the payment of fees then due and payable any amounts owing to the Non-Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank’s breach of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all its obligations of the Borrowers hereunder, to pay amounts owing under this Agreement Agreement; and sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise direct. jurisdiction; provided that if (iix) Any such payment is a payment of the principal amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to any Loans in respect of which such Defaulting Bank has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be paid applied solely to such Defaulting Bank in pay the same amounts and in the same manner as if such Defaulting Bank were a Loans of all Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of Banks on a Defaulting Bank upon not less than three (3) Business Days’ pro rata basis prior notice to being applied to the Agent (which will promptly notify the Banks thereof), and in such event the provisions payment of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account any Loans of such Defaulting Bank until such time as all Loans are held by the Banks pro rata in accordance with the Commitments under this Agreement (whether on account of principalAgreement. Any payments, interest, fees, indemnity prepayments or other amounts), provided amounts paid or payable to a Defaulting Bank that such termination will not are applied (or held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against and redirected by such Defaulting Bank; and, and each Bank irrevocably consents thereto. (diii) In the event that the Borrowers A Defaulting Bank shall not be entitled to receive, and the Borrower shall not be required to pay, any Facility Fee for any period during which such Bank is a Defaulting Bank except on (or on the portion of its Commitment equal to) the outstanding principal amount of the Loans of such Bank. (b) If the Borrower and the Administrative Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the Administrative 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 amounts then held in the segregated account referred to in Section 2.18(b)cash collateral), such Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances Loans of the other Banks and/or make or take such other adjustments actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Obligations of Loans to be held pro rata by the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such that Bank’s having been a Defaulting Bank.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long then, until such time as such that Bank is no longer a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice , to the rights of the Banks other than Defaulting Banks in respect of such fees);extent permitted by applicable Law: (i) Such Defaulting Bank’s right to approve or disapprove any amendment, waiver of consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Banks” and Section 9.05. (ii) Any amount paid by the Borrowers payment of principal, interest, fees or otherwise other amounts received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of feesvoluntary or mandatory, indemnity payments at maturity, pursuant to Article VI or other amounts not constituting principal otherwise) or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained received by the Agent in from a segregated non-interest bearing account until (subject Defaulting Bank pursuant to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will 9.04 shall be applied at such time or times as may be determined by the AgentAgent as follows: first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Bank’s potential future funding obligations with respect to Loans under this Agreement; fourth, second to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank against such Defaulting Banks, ratably among them in accordance with the amounts Bank as a result of such interest then due and payable to themDefaulting Bank’s breach of its obligations under this Agreement; fifth, third so long as no Default or Event of Default exists, to the payment of fees then due and payable any amounts owing to the Non-Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank’s breach of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all its obligations of the Borrowers hereunder, to pay amounts owing under this Agreement Agreement; and sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise direct. jurisdiction; provided that if (iix) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Bank has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Bank until such time as all Loans are funded pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(iv). Any amount payments, prepayments or other amounts paid by the Borrowers for the account of or payable to a Defaulting Bank representing principal that are applied (or interest payable held) to such pay amounts owed by a Defaulting Bank shall be deemed paid to and redirected by such Defaulting Bank in the same amounts Bank, and in the same manner as if such each Lender irrevocably consents hereto. (iii) Each Defaulting Bank were shall be entitled to receive fees payable under Sections 2.07 for any period during which that Bank is a Non-Defaulting Bank; (c) The Borrowers may terminate Bank only to extent allocable to the unused outstanding principal amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid Loans funded by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; andit. (db) In If the event that the Borrowers Borrower and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b))therein, such that Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances Loans of the other Banks and/or make or take such other adjustments actions as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks Loans to be held on a pro rata basis by the Lenders in accordance with their respective CommitmentsCommitment Percentages, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such that Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision (a) If a Bank becomes, and during the period it remains, a Defaulting Bank, the following provisions shall apply: (i) such Defaulting Bank’s Letter of this Agreement Credit Liabilities will, subject to the contrarylimitation in the first proviso below and provided that no Event of Default has occurred and is containing, if any automatically be reallocated (effective on the day such Bank becomes a Defaulting Bank, then ) among the following provisions shall apply for so long as such Bank is a Non-Defaulting Banks pro rata in accordance with their respective Commitments; provided that (A) the sum of each Non-Defaulting Bank:’s aggregate principal amount of Loans and allocated share of the Letter of Credit Liabilities may not in any event exceed the Commitment of such Non-Defaulting Bank as in effect at the time of such reallocation and (B) subject to Section 9.14, neither such reallocation nor any payment by a Non-Defaulting Bank pursuant thereto will constitute a waiver or release of any claim the Borrower, the Servicing Agent, any Issuing Bank, or any other Bank may have against such Defaulting Bank or cause such Defaulting Bank to be a Non-Defaulting Bank; (aii) Such to the extent that any portion (the “unreallocated portion”) of the Defaulting Bank will Bank’s Letter of Credit Liabilities cannot be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights so reallocated, whether by reason of the Banks other first proviso in clause (i) above or otherwise, the Borrower will, not later than Defaulting Banks three Business Days after demand by the Servicing Agent (at the direction of the applicable Issuing Bank(s)), (A) cash collateralize the obligations of the Borrower in respect of such feesLetter of Credit Liabilities in an amount at least equal to the aggregate amount of the unreallocated portion of such Letter of Credit Liabilities, or (B) make other arrangements satisfactory to the Servicing Agent and the applicable Issuing Bank(s), as the case may be, in their reasonable discretion to protect them against the risk of non-payment by such Defaulting Bank; (iiii) Any amount paid by the Borrowers any payment of principal, interest, fees or otherwise other amounts received by the Servicing Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of feesvoluntary or mandatory, indemnity payments at maturity, pursuant to Article 6 or other amounts not constituting principal otherwise) or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained received by the Servicing Agent in from a segregated non-interest bearing account until (subject Defaulting Bank pursuant to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will 9.04 shall be applied at such time or times as may be determined by the AgentServicing Agent as follows: first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Servicing Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Bank to any Issuing Bank hereunder; third, to cash collateralize the Letter of Credit Liabilities of such Defaulting Bank in accordance with this Section 2.20; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Servicing Agent; fifth, if so determined by the Servicing Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Bank’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the future Letter of Credit Liabilities of such Defaulting Bank with respect to future Letters of Credit issued under this Agreement; sixth, second to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Banks or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank or the Issuing Banks against such Defaulting Banks, ratably among them in accordance with the amounts Bank as a result of such interest then due and payable to themDefaulting Bank’s breach of its obligations under this Agreement; seventh, third so long as no Default exists, to the payment of fees then due and payable any amounts owing to the Non-Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank’s breach of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all its obligations of the Borrowers hereunder, to pay amounts owing under this Agreement Agreement; and eighth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise directjurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Liabilities in respect of which such Defaulting Bank has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Liabilities owed to, all Non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Liabilities owed to, such Defaulting Bank until such time as all Loans and funded and unfunded participations in Letter of Credit Liabilities are held by the Banks pro rata in accordance with the Commitments without giving effect to Section 2.20(a)(i). Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this Section 2.20(a)(iii) shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto; and (iv) so long as such Bank is a Defaulting Bank or a Potential Defaulting Bank, the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and such Defaulting Bank’s or such Potential Defaulting Bank’s then outstanding Letter of Credit Liabilities will be 100% covered by the Commitments of the Non-Defaulting Banks and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(a)(ii), and participating interests in any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Banks in a manner consistent with Section 2.20(a)(ii) (and such Defaulting Bank or Potential Defaulting Bank shall not participate therein). (iib) Any amount paid by the Borrowers for the account No Commitment of a Defaulting Bank representing principal or interest payable to such Defaulting any Bank shall be paid to such Defaulting Bank increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.20, performance by the same amounts and in the same manner Borrower of its obligations shall not be excused or otherwise modified as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount result of the Commitment operation of this Section 2.20. The rights and remedies against a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or Section 2.20 are in addition to any other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any rights and remedies which the Borrower, the Agent Servicing Agent, any Issuing Bank or any Bank may have against such Defaulting Bank; and. (dc) In If the event that the Borrowers Borrower, each Issuing Bank and the Servicing Agent agree in writing in their discretion reasonable determination that a Defaulting Bank is or a Potential Defaulting Bank should no longer be deemed to be a Defaulting Bank or a Potential Defaulting Bank, as the case may be, the Servicing 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 amounts then held in the segregated account referred to in Section 2.18(b)cash collateral), such that Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances Loans of the other Banks and/or make or take such other adjustments actions as the Servicing Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks Loans to be funded and held on a pro rata basis by the Banks in accordance with their respective CommitmentsPercentages, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-or Potential Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank or Potential Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank or Potential Defaulting Bank. (d) The Borrower may terminate the unused amount of the Commitment of any Bank that is a Defaulting Bank upon not less than ten Business Days’ prior notice to the Servicing Agent (which shall promptly notify the Banks thereof), and in such event the provisions of Section 2.20(a)(iii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agents, the Servicing Agent, any Issuing Bank or any Bank may have against such Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting No Commitment of any Bank will shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 4.3 or otherwise specifically provided herein, performance by the Company of its obligations shall not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights excused or otherwise modified as a result of the Banks other than Defaulting Banks in respect operation of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of this Section 4.3. The rights and remedies against a Defaulting Bank under this Agreement Section 4.3 are in addition to any other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by rights and remedies which the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any BorrowerCompany, the Agent or any Bank may have against such Defaulting Bank; and. (db) In If the event that the Borrowers Company and the Agent agree in writing in their discretion reasonable determination that a Defaulting Bank is should no longer be deemed to be a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b))therein, such that Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances Commitments of the other Banks and/or make or take such other adjustments actions as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks Commitments to be held on a pro rata basis by the Banks in accordance with their respective CommitmentsPercentages, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that provided, that, no adjustments will be made retroactively or with duplication with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank. (c) Notwithstanding anything to the contrary contained in this Agreement, any payment of principal, interest, commitment fees or other amounts received by the Agent for the account of any Defaulting Bank under this Agreement (whether voluntary or mandatory, at maturity or otherwise) shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Bank to the Agent hereunder; second, as the Company may request (so long as no Event of Default shall have occurred and be continuing), to the funding of any Committed Loan in respect of which that Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, to the payment of any amounts owing to the Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement; fourth, so long as no Event of Default shall have occurred and be continuing, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement; and fifth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction; provided, that, if (x) such payment is a payment of the principal amount of any Committed Loan in respect of which such Defaulting Bank has not fully funded its appropriate share, and (y) such Committed Loans were made at a time when the applicable conditions set forth in Section 9 were satisfied or waived, such payment shall be applied solely to pay the Committed Loans of all Non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Committed Loans of such Defaulting Bank and provided, further, that any amounts held as cash collateral for funding obligations of a Defaulting Bank shall be returned to such Defaulting Bank upon the termination of this Agreement and the satisfaction of such Defaulting Bank’s obligations hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this Section 4.3 shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank hereunder (whether on account of feesprincipal, indemnity payments interest, fees or other amounts not constituting principal or interestotherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to this Agreement) will not be paid or shall, in lieu of being distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination any applicable requirements of the Commitments and payment in full of all obligations of the Borrowers hereunder and will law, be applied by the Agent(i) first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them(ii) second, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or Bank, in each case, as otherwise directed by a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) jurisdiction. In the event that the Borrowers Administrative Agent and the Agent Borrower both agree in writing in their discretion that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as Loans of the effective Banks shall be readjusted and reallocated to reflect the inclusion of such Bank and on such date specified such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such notice and subject Bank to any conditions hold such Loans in accordance with its applicable Percentage after giving effect to such reallocation; provided notwithstanding the foregoing, the Borrower must comply with all applicable terms hereof. Notwithstanding anything set forth therein (which may include arrangements herein to the contrary, a Defaulting Bank shall not have any voting or consent rights under or with respect to any amounts then held Credit Documents or constitute a “Bank” for any voting or consent rights under or with respect to any Credit Document, in any matter requiring the segregated account referred to in Section 2.18(b))consent of Required Banks. Moreover, such Bank willfor the purposes of determining Required Banks and the Loans held, to Defaulting Banks shall be excluded from the extent applicabletotal Loans outstanding. For purposes of clarification, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis shall not lose its right to reflect the foregoing); provided that no adjustments will be made retroactively vote with respect to fees accrued or payments made by or on behalf matters set forth in clauses (i) and (ii) of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.Section 11.11 below

Defaulting Banks. Notwithstanding any provision of in this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Undrawn Fees shall cease to accrue on the unfunded portion of the Commitments of such Defaulting Bank; (b) such Defaulting Bank will not be entitled shall have no voting or consent rights with respect to matters under the Credit Documents solely except to the extent any fees accruing during such period proposed amendment or waiver (i) increases or decreases the Commitment of any Bank (except for a rateable decrease in the Commitments of all Banks and except pursuant to Section 2.04 13.5(c)), (without prejudice ii) forgives or reduces the principal of or rate of interest on any Accommodation or any fees hereunder (other than Undrawn Fees), (iii) postpones the date fixed for any payment of any Accommodations Outstanding or interest on any Accommodation or any fees hereunder (other than Undrawn Fees) or for any termination of any Commitment, (iv) changes the percentage of the Commitments or of the aggregate unpaid amount of the Accommodations Outstanding, or the number of Banks which shall be required for the Banks or any of them to take any action under Section 13.4 or any other provision of this Agreement, (v) amends the definition of “Required Banks” or “Required Class Banks”, (vi) amends, modifies or waives any provision of Section 13.4, (vii) extends a Commitment Termination Date, (viii) amends or waives any provisions in Section 5.2 or 5.8, or (ix) consents to any release or termination of the HMC Support Agreement. Accordingly, subject to the rights of previous sentence, the Banks other than Defaulting Banks in respect Commitments and Accommodations Outstanding of such feesDefaulting Bank shall not be included in determining whether all Banks, the Required Banks or the Required Class Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 13.4); (ic) Any amount paid to the extent permitted by law, the Borrowers Administrative Agent shall be entitled to withhold and deposit in one or otherwise more non-interest bearing accounts in the name of the Administrative Agent any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of feesvoluntary or mandatory, indemnity at maturity, pursuant to Section 11 or otherwise), which payments shall be applied at such time or other amounts not constituting principal or interest) will not times as may be paid or distributed to such Defaulting Bank, but will instead be retained determined by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agentas follows: first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent in such capacity hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Accommodation in respect of which that Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; and third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released in order to satisfy obligations of such Defaulting Bank to fund future Accommodations under this Agreement; provided that if such payment is a payment of the principal amount of any Accommodations in respect of which such Defaulting Bank has not fully funded its appropriate share, second such payment shall be applied solely to pay the applicable Accommodations Outstanding of the same Class owed to all non-Defaulting Banks of such Class on a rateable basis prior to being applied to the payment of post-default interest and then current interest due and any Accommodations Outstanding to any Defaulting Bank until such time as all Accommodations of such Class are held by the Banks of such Class rateably in accordance with such Banks’ Commitments of such Class. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents thereto; (d) for greater certainty, neither the Non-Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, employees, managers, administrators, trustees, agents, advisors and representatives shall be liable to any Bank (including a Defaulting Banks, ratably among them Bank) for any action taken or omitted to be taken by it in connection with amounts received and deposited by the Administrative Agent in any account pursuant to this Section 2.12 and applied in accordance with the amounts provisions of such interest then due this Agreement, save and payable to them, third to except for the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination gross negligence or wilful misconduct of the Commitments Administrative Agent as determined by a final and payment in full non-appealable judgment of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bankjurisdiction; (ce) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers Administrative Agent and the Agent agree Borrower each agrees in writing in their discretion that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Accommodations Outstanding of each Class of the other Banks and/or make such other adjustments of the applicable Class as the Administrative Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations hold such Accommodations Outstanding of the Banks to be on a pro rata basis all Classes in accordance with their respective Commitments, its rateable share whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no . No adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such the Bank was a Defaulting Bank; and provided, further, that except . Except to the extent otherwise expressly agreed to by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such that Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement Anything contained herein to the contrarycontrary notwithstanding, if in the event that any Bank becomes Bank, other than at the direction or request of any regulatory agency or authority, defaults (a “Defaulting Bank”) in its obligation to fund (a “Funding Default”) any Revolving Loan or its portion of any unreimbursed payment under Section 2.2(b)(iv) or 2.4(e) (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such Defaulting Bank, then such Defaulting Bank shall be deemed not to be a “Bank” for purposes of voting on any matters (including the following provisions granting of any consents or waivers) with respect to any of the Credit Documents; (b) to the extent permitted by applicable law, until such time as the Default Excess with respect to such Defaulting Bank shall apply for have been reduced to zero, (i) any voluntary prepayment of the Revolving Loans shall, if a Borrower so long directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Banks as if such Defaulting Bank is had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Bank were zero, and (ii) any mandatory prepayment of the Revolving Loans shall, if a Borrower so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans of other Banks (but not to the Revolving Loans of such Defaulting Bank: (a) Such as if such Defaulting Bank will had funded all Defaulted Loans of such Defaulting Bank, it being understood and agreed that such Borrower shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Bank solely as a result of the operation of the provisions of this clause (b); (c) such Defaulting Bank’s Revolving Commitment and outstanding Revolving Loans and such Defaulting Bank’s Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee payable to Banks in respect of any day during any Default Period with respect to such Defaulting Bank, and such Defaulting Bank shall not be entitled to receive any fees accruing during such period Revolving Commitment fee pursuant to Section 2.04 (without prejudice 2.11 with respect to the rights of the Banks other than such Defaulting Banks Bank’s Revolving Commitment in respect of any Default Period with respect to such fees); Defaulting Bank; and (id) Any amount paid by the Borrowers Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Bank had funded all Defaulted Loans of such Defaulting Bank. No Revolving Commitment of any Bank shall be increased or otherwise received affected, and, except as otherwise expressly provided in this Section 2.23, performance by each Borrower of its obligations hereunder and the Agent for other Credit Documents shall not be excused or otherwise modified as a result of any Funding Default or the account operation of this Section 2.23. The rights and remedies against a Defaulting Bank under this Agreement Section 2.23 are in addition to other than any amounts representing principal or interest payable to rights and remedies which each Borrower may have against such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed with respect to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments any Funding Default and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Administrative Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankFunding Default.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such fees shall cease to accrue on the unused portion of the Revolving Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such feessubsection 2.09(a); (ib) Any amount paid by if any Letter of Credit Liabilities exist at the Borrowers or otherwise received by the Agent for the account of time such Bank becomes a Defaulting Bank under this Agreement then: (i) the Letter of Credit Liabilities of such Defaulting Bank shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages but only to the extent (x) no Default or Event of Default has occurred and is continuing and (y) the sum of each non-Defaulting Bank’s Loans plus its Letter of Credit Liabilities does not exceed its Revolving Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Bank(s) only the Company’s obligations corresponding to such Defaulting Bank’s Letter of Credit Liabilities (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 8.03 for so long as such Letter of Credit Liabilities remain outstanding; (iii) if the Company cash collateralizes all or any portion of such Defaulting Bank’s Letter of Credit Liabilities pursuant to clause (ii) above, the Company shall not be required to pay any fees to such Defaulting Bank pursuant to subsection 2.09(a) or 2.09(c) with respect to such Defaulting Bank’s Letter of Credit Liabilities during the period such Defaulting Bank’s Letter of Credit Liabilities are cash collateralized; (iv) if the Letter of Credit Liabilities of the Defaulting Banks are reallocated pursuant to clause (i) above, then the fees payable to the Banks pursuant to subsections 2.09(a) and 2.09(c) shall be similarly reallocated to the same extent; and (v) if all or any portion of such Defaulting Bank’s Letter of Credit Liabilities is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other than any amounts representing principal or interest Bank hereunder, all facility fees that otherwise would have been payable to such Defaulting Bank (whether on account solely with respect to the portion of fees, indemnity payments or other amounts not constituting principal or interestsuch Defaulting Bank’s Commitment that was utilized by such Letter of Credit Liabilities) will not be paid or distributed and letter of credit fees payable under subsection 2.09(c) with respect to such Defaulting Bank, but will instead ’s Letter of Credit Liabilities shall be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due Issuing Bank(s) until and payable to them, third to the payment extent that such Letter of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting BankCredit Liabilities are reallocated and/or cash collateralized; (c) The Borrowers may terminate so long as such Bank is a Defaulting Bank, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the unused amount related exposure and the Defaulting Bank’s Letter of Credit Liabilities then outstanding will be 100% covered by the Revolving Commitments of the Commitment non-Defaulting Banks and/or cash collateral will be provided by the Company in accordance with paragraph (b) above, and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with paragraph (b) above (and such Defaulting Bank shall not participate therein); (d) in the event that the Administrative Agent, the Company and each Issuing Bank agrees that a Defaulting Bank upon not less than three (3) Business Days’ prior notice has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent (which will promptly notify Letter of Credit Liabilities of the Banks thereof), and in such event shall be readjusted to reflect the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account inclusion of such Defaulting Bank’s Commitment Percentage and on such date such Bank under shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that, subject to Section 10.22, nothing in this Agreement paragraph (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be d) shall constitute a waiver or release by any party hereunder of any claim any Borrower, the Agent or any arising from such Bank may have against such having been a Defaulting Bank; and (de) In the event that Company may, with the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as consent of the effective date specified in such notice Administrative Agent and subject to any conditions set forth therein each Issuing Bank: (which may include arrangements with respect to any amounts then held in i) provided that no Default or Event of Default has occurred and is continuing, terminate the segregated account referred to in Section 2.18(b)), Revolving Commitment of such Bank willand, to in connection therewith, prepay the extent applicableoutstanding Loans of such Bank in full, purchase at par together with accrued interest thereon and any other amounts payable hereunder for the account of such portion Bank; provided that if any Letter of outstanding Advances of the other Banks Credit Liabilities are then outstanding, they should have been reallocated and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis cash collateralized in full in accordance with their respective Commitments, whereupon such Bank will cease to paragraph (b) above; or (ii) designate a replacement bank meeting the qualifications of an Eligible Assignee. Any prepayment under clause (i) shall be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except subject to the extent otherwise expressly agreed by provisions of Section 3.04 hereof, and any transfer under clause (ii) shall be subject to the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release provisions of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankSections 3.04 and 10.09 hereof.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 2.06; (without prejudice b) the Bank Percentage of such Defaulting Bank shall not be included in determining whether all Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.08), provided that this clause (b) shall not apply to the rights vote of a Defaulting Bank in the Banks case of an amendment, waiver or other than Defaulting Banks in respect modification requiring the consent of such fees)Bank or each Bank affected thereby; (c) if any L/C Obligations exist at the time a Bank becomes a Defaulting Bank then: (i) Any all or any part of such Defaulting Bank’s Bank Percentage of the L/C Obligations shall be reallocated among the non-Defaulting Banks in accordance with their respective Bank Percentages but only to the extent the sum of all non-Defaulting Banks’ Standby Loans and their Bank Percentages of the L/C Obligations and the outstanding Competitive Loans expressed as a dollar amount paid plus such Defaulting Bank’s Bank Percentage of the L/C Obligations does not exceed the total of all non-Defaulting Banks’ Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Borrowers or otherwise received by Agent, cash collateralize such Defaulting Bank’s Bank Percentage of the Agent L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Article VIII for so long as such Defaulting Bank’s Bank Percentage of the account L/C Obligations is outstanding; (iii) if the Borrower cash collateralizes any portion of a such Defaulting Bank’s Bank Percentage of the L/C Obligations pursuant to Section 2.23(c)(ii), the Borrower shall not be required to pay any fees to such Defaulting Bank under pursuant to Section 3.03 with respect to such Defaulting Bank’s Bank Percentage of the L/C Obligations during the period such Defaulting Bank’s Bank Percentage of the L/C Obligations is cash collateralized; (iv) if the Bank Percentages of the L/C Obligations of the non-Defaulting Banks are reallocated pursuant to Section 2.23(c)(i), then the fees payable to the Banks pursuant to Section 2.06 and Section 3.03 shall be adjusted in accordance with such non-Defaulting Banks’ Bank Percentages; and (v) if any Defaulting Bank’s Bank Percentage of the L/C Obligations is neither cash collateralized nor reallocated pursuant to this Agreement other than Section 2.23(c), then, without prejudice to any amounts representing principal rights or interest remedies of the Issuing Bank or any Bank hereunder, all Facility Fees that otherwise would have been payable to such Defaulting Bank (solely with respect to the portion of such Defaulting Bank’s Commitment that was utilized by such Defaulting Bank’s Bank Percentage of the L/C Obligations) and letter of credit fees payable under Section 3.03 with respect to such Defaulting Bank’s Bank Percentage of the L/C Obligations shall be payable to the Issuing Bank until such Defaulting Bank’s Bank Percentage of the L/C Obligations is cash collateralized and/or reallocated; (d) so long as any Bank is a Defaulting Bank, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks and/or cash collateral provided by the Borrower in accordance with Section 2.23(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with Section 2.23(c)(i) (and Defaulting Banks shall not participate therein); and (e) any amount payable to such Defaulting Bank hereunder (whether on account of feesprincipal, indemnity payments interest, fees or other amounts not constituting principal or interestotherwise and including any amount that would otherwise be payable to such Defaulting Bank) will not be paid or shall, in lieu of being distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (and, subject to Section 2.18(d)) the termination any applicable requirements of the Commitments and payment in full of all obligations of the Borrowers hereunder and will law, be applied at such time or times as may be determined by the AgentAgent (i) first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Issuing Bank hereunder, (iii) third, if so determined by the Agent or requested by an Issuing Bank, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any existing or future participating interest in any Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Agent, (v) fifth, if so determined by the Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any Loans under this Agreement, second (vi) sixth, to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Banks or an Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Bank or such Issuing Bank against such Defaulting Banks, ratably among them in accordance with the amounts Bank as a result of such interest then due and payable to themDefaulting Bank’s breach of its obligations under this Agreement, third (vii) seventh, to the payment of fees then due and payable any amounts owing to the Non-Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank’s breach of other amounts then due and payable to the Non-Defaulting Banksits obligations under this Agreement, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder(viii) eighth, to pay amounts owing under this Agreement to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise direct. jurisdiction, provided, with respect to this clause (iiviii), that if such payment is (x) Any a prepayment of the principal amount paid by the Borrowers for the account of any Loans or Reimbursement Obligations which a Defaulting Bank representing principal or interest payable to has funded its participation obligations and (y) made at a time when the conditions set forth in Section 5.01 are satisfied, such Defaulting Bank payment shall be paid applied solely to such Defaulting Bank in prepay the same amounts Loans of, and in the same manner as if such Defaulting Bank were a NonReimbursement Obligations owed to, all non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ Banks pro rata prior notice to being applied to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release prepayment of any claim Loans, or Reimbursement Obligations owed to, any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) . In the event that the Borrowers Agent, the Borrower and the Agent agree in writing in their discretion Issuing Bank each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as Bank Percentages of the effective L/C Obligations of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Standby Loans of the other Banks and/or make such other adjustments as the Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitments, whereupon such its Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankPercentage.

Defaulting Banks. Notwithstanding any provision (a) If a Bank becomes, and during the period it remains, a Defaulting Bank, the following provisions shall apply: (i) (i) such Defaulting Bank’s Pro Rata Share of this Agreement the LC Obligations will, subject to the contrarylimitation in the proviso below, if any automatically be reallocated (effective on the day such Bank becomes a Defaulting Bank, then ) among the following provisions shall apply for so long as such Bank is a Non-Defaulting Banks pro rata in accordance with their respective Pro Rata Shares of the Commitment; provided that (A) the sum of each Non-Defaulting Bank:’s aggregate principal amount of Advances and Pro Rata Share of the LC Obligations may not in any event exceed the Pro Rata Share of the Commitment of such Non-Defaulting Bank as in effect at the time of such reallocation and (B) subject to Section 13.25, neither such reallocation nor any payment by a Non-Defaulting Bank pursuant thereto will constitute a waiver or release of any claim the Company, any other Borrower, the Administrative Agent, any Issuing Bank, or any other Bank may have against such Defaulting Bank or cause such Defaulting Bank to be a Non-Defaulting Bank; (aii) Such (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Bank will Bank’s share of the LC Obligations cannot be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights so reallocated, whether by reason of the Banks other proviso in clause (i) above or otherwise, the Borrowers will, not later than Defaulting Banks three Banking Days after demand by the Administrative Agent (at the direction of an Issuing Bank), (A) Cash Collateralize the obligations of the Borrowers in respect of such fees)LC Obligations in an amount equal to the aggregate amount of the unreallocated portion of such LC Obligations, or (B) make other arrangements satisfactory to the Administrative Agent and each Issuing Bank, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Bank; (iiii) Any (iii) any amount paid by the Borrowers or otherwise received by the Administrative Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of principal, interest, fees, indemnity payments or other amounts not constituting principal or interestamounts) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.18(d2.10(c)) the termination of the Commitments Commitment and payment in full of all obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Bank to an Issuing Bank (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Non-Banks hereunder other than Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third fourth to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth fifth to pay principal then due and payable to the Non-Defaulting Banks hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth seventh after the termination of the Commitments Commitment and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) . Any amount payments, prepayments or other amounts paid by the Borrowers for the account of or payable to a Defaulting Bank representing principal that are applied (or interest payable held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this Section 2.10 shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto; and (iv) (iv) so long as such Bank is a Defaulting Bank or a Potential Defaulting Bank, the Issuing Banks shall not be paid required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and such Defaulting Bank in the same amounts and in the same manner as if Bank’s or such Defaulting Bank were a Non-Potential Defaulting Bank; (c) The Borrowers may terminate ’s Pro Rata Share of the unused amount then outstanding LC Obligations will be 100% covered by the Pro Rata Shares of the Commitment of the Non-Defaulting Banks and/or cash collateral will be provided by the Borrowers in accordance with Section 2.10(a)(ii), and participating interests in any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Banks in a manner consistent with Section 2.10(a)(i) (and such Defaulting Bank or Potential Defaulting Bank shall not participate therein). In furtherance of the foregoing, if any Bank becomes, and during the period it remains, a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent or a Potential Defaulting Bank, each Issuing Bank is hereby authorized by each Borrower (which will promptly notify authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Banks thereof)Administrative Agent, a Request for Loan pursuant to Section 8.2 in such amounts and in such event times as may be required to (i) reimburse an outstanding drawing under a Letter of Credit, and/or (ii) Cash Collateralize the provisions obligations of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for in respect of outstanding Letters of Credit in an amount at least equal to the account aggregate amount of the obligations (contingent or otherwise) of such Defaulting Bank or Potential Defaulting Bank in respect of such Letter of Credit. (b) (b) No Pro Rata Share of the Commitment of any Bank shall be increased or, except as otherwise expressly provided in this Section 2.10, otherwise affected, and performance by each Borrower of its obligations shall not be excused or otherwise modified as a result of the operation of this Section 2.10. The rights and remedies against a Defaulting Bank under this Agreement (whether on account of principalSection 2.10 are in addition to any other rights and remedies which the Company, interest, fees, indemnity or any other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent Administrative Agent, any Issuing Bank or any Bank may have against such Defaulting Bank; and. (dc) In (c) If the event that the Borrowers Company and the Administrative Agent agree in writing in their discretion reasonable determination that a Defaulting Bank is or a Potential Defaulting Bank should no longer be deemed to be a Defaulting Bank or a Potential Defaulting Bank, as the case may be, the Administrative 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 amounts then held in the segregated account referred to in Section 2.18(b)cash collateral), such that Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances of the other Banks and/or make or take such other adjustments actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks Advances to be funded and held on a pro rata basis by the Banks in accordance with their respective CommitmentsPro Rata Share, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-or Potential Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank or Potential Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank or Potential Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Commitment Fees shall cease to accrue on the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees2.10(a); (ib) Any amount paid by the Borrowers Commitment and Credit Exposure of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or otherwise received by may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.05); provided that this clause (b) shall not apply to the Agent for the account vote of a Defaulting Bank under this Agreement in the case of an amendment, waiver or other modification requiring the consent of such Bank or each Bank affected thereby; (c) with respect to any Fronted LC Exposure (if any): (i) all or any part of the Fronted LC Exposure of such Defaulting Bank (other than such Fronted LC Exposure that is cash collateralized pursuant to Section 2.16(b)) shall be reallocated among the Non-Defaulting Banks in accordance with their respective Applicable Percentages but only to the extent (x) the sum of all Non-Defaulting Banks’ Credit Exposures plus such Defaulting Bank’s LC Exposure does not exceed the total of all Non-Defaulting Banks’ Commitments and (y) such reallocation does not, as to any amounts representing principal Non-Defaulting Bank, cause such Non-Defaulting Bank’s Credit Exposure to exceed its Commitment (and, if such reallocation can only partially be effected, such reallocation shall be made ratably among the then outstanding Fronted Letters of Credit, unless otherwise agreed by the Fronting Issuing Banks and the Administrative Agent); (ii) if the reallocation described in clause (i) above cannot, or interest can only partially, be effected, the Subsidiary Account Parties shall within one Domestic Business Day following notice by the Administrative Agent, if the Defaulting Bank has not, at the request of the Company pursuant to Section 2.17(e), assigned its interests, rights and obligations hereunder to another Person that is not a Defaulting Bank, (a) cash collateralize for the benefit of the applicable Fronting Issuing Bank only the Subsidiary Account Parties’ obligations in respect thereof corresponding to such Defaulting Bank’s Fronted LC Exposure thereunder (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.03(e) for so long as such Fronted LC Exposure is outstanding or (b) to the extent permitted under the terms of the relevant Fronted Letter of Credit, cause one or more of the outstanding Fronted Letters of Credit issued hereunder to be cancelled, reduced or cancelled and reissued in accordance with Section 2.01 in a reduced face amount, so that such Non-NAIC Approved Bank’s Fronted LC Exposure is eliminated (after giving effect to any partial reallocation pursuant to clause (i) above); (iii) if the Subsidiary Account Parties cash collateralize any portion of such Defaulting Bank’s Fronted LC Exposure pursuant to clause (ii) above, the Subsidiary Account Parties shall not be required to pay any letter of credit fees to such Defaulting Bank pursuant to Section 2.10(b) with respect to such Defaulting Bank’s Fronted LC Exposure during the period and to the extent that such Defaulting Bank’s Fronted LC Exposure is cash collateralized; (iv) if the Fronted LC Exposure of the Non-Defaulting Banks is reallocated pursuant to clause (i) above, then the letter of credit fees payable to the Banks pursuant to Section 2.10(b) shall be adjusted in accordance with such Non-Defaulting Banks’ Applicable Percentages; (v) if all or any portion of such Defaulting Bank’s Fronted LC Exposure is not reallocated, cash collateralized or assigned pursuant to clauses (i) or (ii) above, then, without prejudice to any rights or remedies of any applicable Fronting Issuing Bank or any other Bank hereunder, all Commitment Fees that otherwise would have been payable to such Defaulting Bank (whether on account solely with respect to the portion of fees, indemnity payments or other amounts not constituting principal or interestsuch Defaulting Bank’s Commitment that was utilized by such Fronted LC Exposure) will not be paid or distributed and letter of credit fees payable under Section 2.10(b) with respect to such Defaulting Bank, but will instead ’s Fronted LC Exposure shall be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banksapplicable Fronting Issuing Banks until and to the extent that such Fronted LC Exposure is reallocated, ratably among them cash collateralized or assigned in accordance with clauses (i) or (ii) above; (vi) so long as such Bank is a Defaulting Bank, no Fronting Issuing Bank shall be required to issue, amend or increase any Fronted Letter of Credit, unless it is satisfied that the amounts related exposure and the Defaulting Bank’s then outstanding Fronted LC Exposure will be 100% covered by the Commitments of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them and/or cash collateral will be provided by the Subsidiary Account Parties in accordance with Section 2.17(c), and participating interests in any newly issued or increased Fronted Letter of Credit shall be allocated among Non-Defaulting Banks in a manner consistent with Section 2.17(c)(i) (and such Defaulting Bank shall not participate therein); and (vii) if (i) a Bankruptcy Event or a Bail-In Action with respect to a Parent of any Bank shall occur following the amounts date hereof and for so long as such event shall continue or (ii) any Fronting Issuing Bank has a good faith belief that any Bank has defaulted in fulfilling its obligations under one or more other agreements in which such Bank commits to extend credit, such Fronting Issuing Bank shall not be required to issue, amend or increase any Fronted Letter of Credit, unless such Fronting Issuing Bank shall have entered into arrangements with the Company or such Bank, satisfactory to such Fronting Issuing Bank, to defease any risk to it in respect of such Bank hereunder; (d) with respect to any Syndicated LC Exposure (if any): (i) letter of credit fees then due and payable shall cease to themaccrue on such Defaulting Bank’s Syndicated LC Exposure pursuant to Section 2.10(b), fourth except to the ratable payment extent (A) such Defaulting Bank’s Syndicated LC Exposure is the subject of a Confirming Bank Agreement (in which case, such Letter of Credit fees shall be for the account of the applicable Confirming Bank) or (B) as set forth in clause (iii) below; (ii) with respect to any Syndicated Letter of Credit outstanding at the time such Bank becomes a Defaulting Bank, with the consent of the beneficiary thereunder to the extent required by the terms thereof or under applicable law (including, if applicable, the Uniform Customs and Practices for Documentary Credits governing such Syndicated Letter of Credit), (x) all or any part of the Syndicated LC Exposure of such Defaulting Bank (other amounts than any such Syndicated LC Exposure for which a Confirming Bank is then due and payable acting as a Confirming Bank for such Defaulting Bank pursuant to Section 2.16(b)) shall be reallocated among the Non-Defaulting Banks in accordance with their respective Applicable Percentages but only to the extent (I) the sum of all Non-Defaulting Banks’ Credit Exposures plus such Defaulting Bank’s LC Exposure does not exceed the total of all Non-Defaulting Banks’ Commitments and (II) such reallocation does not, as to any Non-Defaulting Bank, cause such Non-Defaulting Bank’s Credit Exposure to exceed its Commitment and (y) each such Syndicated Letter of Credit (other than any Syndicated Letter of Credit in respect of which a Confirming Bank is then acting as a Confirming Bank for such Bank pursuant to Section 2.16(b)) shall be amended by the Administrative Agent to specify the Banks that are parties to such Syndicated Letter of Credit (excluding, for avoidance of doubt, such Defaulting Bank), after giving effect to such event, and fifth after the termination such Banks’ respective Applicable Percentages as of the Commitments and payment in full effective date of all obligations such amendment; (iii) if the Syndicated LC Exposure of the Borrowers hereunder, Non-Defaulting Banks is reallocated with respect to pay amounts owing under this Agreement any Syndicated Letter of Credit pursuant to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. clause (ii) Any amount paid by above, then the Borrowers for the account letter of a Defaulting Bank representing principal or interest credit fees payable to the Banks with respect to such Syndicated Letter of Credit pursuant to Section 2.10(b) shall be adjusted in accordance with such Non-Defaulting Banks’ Applicable Percentages; and (iv) the Syndicated LC Exposures of the Banks in respect of any newly issued Syndicated Letter of Credit shall be allocated among Non-Defaulting Banks in a manner consistent with clause (ii) above (and such Defaulting Bank shall be paid have no obligation under each such Syndicated Letter of Credit to the extent such Defaulting Bank Syndicated LC Exposures in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bankrespect thereof are so reallocated); (ce) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Banks thereof)may, and in such event the provisions of Section 2.18(b) will its discretion, apply to all amounts thereafter paid by the Borrowers or hold payments for the account of such Defaulting Bank as set forth in Section 2.13(e) and until such time as the readjustments with respect to such Defaulting Bank are effected pursuant to subsection (f) of this Section 2.17, the Company may, upon notice to such Defaulting Bank and the Administrative Agent, require such Bank, at the expense of such Defaulting Bank, to assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.06), all its interests, rights and obligations under this Agreement and the Letters of Credit issued, or participated in, by such Defaulting Bank to any Person that shall assume such obligations (whether on account which assignee may be another Bank, if it accepts such assignment) with (and subject to) the consent of principalthe Administrative Agent (which consent shall not unreasonably be withheld); provided that (i) such Defaulting Bank shall have received payment of an amount equal to the outstanding amount of its LC Disbursements (including participations therein), interestprincipal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding LC Disbursements, Loans and accrued interest and fees) or the Company (in the case of all other amounts) (provided that the Company may deduct, or cause such assignee to deduct, from amounts payable by them or it, as applicable, to such Bank hereunder all fees, indemnity or other amounts), provided that costs and expenses reasonably incurred by the Company in effecting such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against assignment) and (ii) concurrently with such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank willassignment, to the extent applicableany LC Exposure of such Defaulting Bank theretofore shall have been reallocated pursuant to this Section 2.17, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations Exposures of the Banks (including, after giving effect to such assignment, such assignee) shall be on readjusted (and payments made by the relevant parties) in a pro rata basis manner consistent with subsection (f) of this Section 2.17, such that, after giving effect thereto, the Banks (including such assignee, but not such Defaulting Bank) shall hold the Credit Exposures then outstanding in accordance with their respective CommitmentsApplicable Percentages; and (f) in the event that the Administrative Agent, whereupon the Company and (to the extent there shall be Fronted Letters of Credit then outstanding) each Fronting Issuing Bank each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank will to be a Defaulting Bank, then such Bank shall cease to be a Defaulting Bank and will the Credit Exposures of the Banks shall be readjusted as follows: (i) with respect to any Fronted LC Exposure then outstanding, such Fronting LC Exposure shall be readjusted to reflect the inclusion of such Bank’s Commitment and such Bank shall purchase at par such of the unreimbursed LC Disbursements then outstanding (if any) of the other Banks in respect of such Fronted LC Exposure as the Administrative Agent shall determine may be necessary in order for such Bank to hold such LC Disbursements in accordance with its Applicable Percentage; (ii) with respect to any Syndicated LC Exposure then outstanding, (x) with the consent of the beneficiary under each outstanding Syndicated Letter of Credit to the extent required by the terms thereof or under applicable law (including, if applicable, the Uniform Customs and Practices for Documentary Credits governing such Syndicated Letter of Credit) and to the extent such Syndicated Letter of Credit was theretofore amended or issued pursuant to subsection (d)(ii) or (d)(iv), as applicable, of this Section 2.17 to reflect the exclusion of such Bank’s Commitment, (I) each such Syndicated Letter of Credit shall be amended by the Administrative Agent to specify the Banks (including such Bank) that are then parties to such Syndicated Letter of Credit and such Banks’ respective Applicable Percentages, in each case reflecting the inclusion of such Bank’s Commitment, as of the effective date of such amendment and (II) if such Syndicated Letter of Credit was not theretofore amended pursuant to subsection (d)(ii) of this Section 2.17 to reflect the exclusion of such Bank’s Commitment thereunder, but instead the face amount of such Syndicated Letter of Credit was increased or a new Letter of Credit was issued hereunder in favor of the beneficiary of such Syndicated Letter of Credit in order to provide such beneficiary with an aggregate undrawn face amount of Letters of Credit from the Non-Defaulting Bank Banks (and each including, if applicable, the applicable Fronting Issuing Banks) in the amount required by such beneficiary, the amount of such Syndicated Letter of Credit or new Letter of Credit shall be amended by the Administrative Agent to decrease the amount thereof, or the Subsidiary Account Parties shall arrange for such new Letter of Credit to be surrendered by such beneficiary to the Administrative Agent or the applicable Fronting Issuing Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis , in order to reflect the foregoing); inclusion of such Bank’s Commitment pursuant to the amendment to such Syndicated Letter of Credit under sub-clause (I) above (provided that no adjustments will that, notwithstanding anything herein to the contrary, the Obligors shall not be made retroactively required to pay any letter of credit fees to such Bank pursuant to Section 2.10(b) until such amendments with respect to fees accrued or payments made by or on behalf such Letters of Credit shall have become effective); (y) (subject to clause (x) being satisfied with respect to a Syndicated Letter of Credit) the Syndicated LC Exposure of the Borrowers while Banks with respect to such Syndicated Letter of Credit shall be readjusted to reflect the inclusion of such Bank’s Commitment; and (z) (subject to clause (x) being satisfied with respect to a Syndicated Letter of Credit) such Bank was a Defaulting Bankshall purchase at par such of the unreimbursed LC Disbursements then outstanding (if any) of the other Banks with respect to such Syndicated Letter of Credit as the Administrative Agent shall determine may be necessary in order for such Bank to hold such LC Disbursements in accordance with its Applicable Percentage; and providedand (iii) with respect to any Loans then outstanding, further, that except such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to the extent otherwise expressly agreed by the affected partieshold such Loans in accordance with its Applicable Percentage. Subject to Section 10.16, no change hereunder from Defaulting Bank to Non-Defaulting Bank will readjustment under this Section 2.17(f) shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from such Bank’s that Bank having been become a Defaulting Bank, including any claim of a Non- Defaulting Bank as a result of such Non-Defaulting Bank’s increased exposure following such reallocation.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Commitment Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees2.5(a); (ib) Any amount paid by the Borrowers payment of principal, interest, fees or otherwise other amounts received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of feesvoluntary or mandatory, indemnity payments at maturity, pursuant to Section 9.2 or other amounts not constituting principal otherwise) or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained received by the Agent in from a segregated non-interest bearing account until (subject Defaulting Bank pursuant to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will 12.10 shall be applied at such time or times as may be determined by the AgentAgent as follows: first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Bank to the applicable LC Issuer hereunder; third, to cash collateralize any portion of such Defaulting Bank’s Pro Rata Share of the LC Obligations in accordance with this Section; fourth, unless a Default or Event of Default exists, as the Company may request to fund any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Bank’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the future portion of such Defaulting Bank’s Pro Rata Share of LC Obligations with respect to future Facility LCs issued under this Agreement, second in accordance with this Section; sixth, to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Banks or the LC Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Bank or any LC Issuer against such Defaulting Banks, ratably among them in accordance with the amounts Bank as a result of such interest then due and payable to themDefaulting Bank’s breach of its obligations under this Agreement or under any other Credit Document; seventh, third so long as no Default or Event of Default exists, to the payment of fees then due and payable any amounts owing to the Non-Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank’s breach of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all its obligations of the Borrowers hereunder, to pay amounts owing under this Agreement or under any other Credit Document; and eighth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or disbursements of Facility LCs in respect of which such Defaulting Bank has not fully funded its appropriate share, and (y) such Loans were made or the related Facility LCs were issued at a time when the conditions set forth in Section 11.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and disbursements of Facility LCs owed to, all non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Loans of, or disbursements of Facility LCs owed to, such Defaulting Bank until such time as all Loans and funded and unfunded participations in the Company’s obligations corresponding to such Defaulting Bank’s Pro Rata Share of LC Obligations are held by the Banks pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto; (c) the Commitment and Outstanding Credit Exposure of such Defaulting Bank shall not be included in determining whether the Majority Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.1); provided, that, except as otherwise direct.provided in Section 10.1, this clause (c) shall not apply to the vote of a Defaulting Bank in the case of an amendment, waiver or other modification requiring the consent of such Bank or each Bank directly affected thereby; (d) if any LC Obligations exist at the time a Bank becomes a Defaulting Bank then: (i) so long as no Default or Event of Default shall be continuing immediately before or after giving effect to such reallocation, all or any part of such LC Obligation shall be reallocated among the non-Defaulting Banks in accordance with their respective Pro Rata Share but only to the extent that (x) the sum of all non-Defaulting Banks’ Outstanding Credit Exposure does not exceed the total of all non-Defaulting Banks’ Commitments, (y) no Bank’s Outstanding Credit Exposure shall exceed its Commitment and (z) the conditions set forth in Section 11.2 are satisfied at such time; (ii) Any amount paid if the reallocation described in subclause (i) above cannot, or can only partially, be effected, the Company shall within one (1) Business Day following notice by the Borrowers Agent, cash collateralize for the account benefit of a the relevant LC Issuer such Defaulting Bank’s Pro Rata Share of the LC Obligations (after giving effect to any partial reallocation pursuant to subclause (i) above) in accordance with the procedures set forth in Section 9.2 for so long as such LC Obligation is outstanding; (iii) if the Company cash collateralizes any portion of such Defaulting Bank’s Pro Rata Share of the LC Obligations pursuant this clause (d), the Company shall not be required to pay any fees to such Defaulting Bank representing principal pursuant to Section 3.4 with respect to such Defaulting Bank’s Pro Rata Share of the LC Obligations during the period such Defaulting Bank’s Pro Rata Share of the LC Obligations is cash collateralized; (iv) if the non-Defaulting Banks’ Pro Rata Share of the LC Obligations is reallocated pursuant to this clause (d), then the fees payable to the Banks pursuant to Section 2.5(a) and Section 3.4 shall be adjusted in accordance with such non-Defaulting Banks’ Pro Rata Shares; or (v) if any Defaulting Bank’s Pro Rata Share of the LC Obligations is neither reallocated nor cash collateralized pursuant to this clause (d), then, without prejudice to any rights or interest remedies of any LC Issuer or any Bank hereunder, all fees that otherwise would have been payable to such Defaulting Bank shall be paid (solely with respect to the portion of such Defaulting Bank’s Commitment that was utilized by such LC Obligations) and LC Fees payable under Section 3.4 with respect to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount ’s Pro Rata Share of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice LC Obligations shall be payable to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against applicable LC Issuer until such Defaulting Bank’s Pro Rata Share of the LC Obligation is cash collateralized and/or reallocated; and (e) so long as any Bank is a Defaulting Bank, no LC Issuer shall be required to issue or Modify any Facility LC, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks and/or cash collateral will be provided by the Company in accordance with clause (d) above, and participating interests in any such newly issued or Modified Facility LC shall be allocated among non-Defaulting Banks in a manner consistent with clause(d)(i) above (and Defaulting Banks shall not participate therein). (f) If (i) a Bankruptcy Event or Bail-In Action with respect to a Parent of any Bank shall occur following the date hereof and for so long as such event shall continue or (ii) any LC Issuer has a good faith belief that any Bank has defaulted in fulfilling its obligations under one or more other agreements in which such Bank commits to extend credit, such LC Issuer shall not be required to issue, amend or increase any Facility LC, unless such LC Issuer, as the case may be, shall have entered into arrangements with the Company or such Bank, satisfactory to such LC Issuer, as the case may be, to defease any risk to it in respect of such Bank hereunder. (g) In the event that the Borrowers Agent, the Company, and the Agent agree in writing in their discretion each LC Issuer each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as Banks’ Pro Rata Shares of the effective LC Obligations shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such other adjustments as the Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitmentsits Pro Rata Share of the Aggregate Commitment; provided, whereupon that if the Company cash collateralized any portion of such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf Pro Rata Share of the Borrowers while LC Obligations pursuant to Section 4.7(d), such Bank was a Defaulting Bank; and provided, further, that except cash shall be returned to the extent otherwise expressly agreed by the affected partiesCompany. (h) Subject to Section 12.19, no change reallocation hereunder from Defaulting Bank to Non-Defaulting Bank will shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from such Bank’s party having been become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (ab) Such fees shall cease to accrue on the Available Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such feessubsection 2.4(a); (ic) Any amount paid by the Borrowers or otherwise received by the Agent for the account Commitment and Loans of a such Defaulting Bank under this Agreement shall not be included in determining whether all Banks, the Majority Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to subsection 10.1); provided that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other than affected Banks shall require the consent of such Defaulting Bank; and (d) any amounts representing principal or interest amount payable to such Defaulting Bank hereunder (whether on account of feesprincipal, indemnity payments interest, fees or other amounts not constituting principal or interestotherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to subsection 10.6 but excluding subsection 2.19) will not be paid or shall, in lieu of being distributed to such Defaulting Bank, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (and, subject to Section 2.18(d)) the termination any applicable requirements of the Commitments and payment in full of all obligations of the Borrowers hereunder and will law, be applied at such time or times as may be determined by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder, (ii) second, to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement and (iii) third, if so determined by the Administrative Agent and the Company, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any Loans under this Agreement, second to the payment of post-default interest . The rights and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as remedies against a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or subsection 2.23 are in addition to other amounts), provided rights and remedies that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank Borrowers may have against such Defaulting Bank; and (d) . In the event that the Borrowers Administrative Agent and the Agent Company agree in writing in their discretion that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such (other adjustments than Competitive Loans) as the Administrative Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitments, whereupon its Commitment Percentage and such Bank will cease to shall no longer be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such feessubsection 2.4(a); (ib) Any amount paid by the Borrowers or otherwise received by the Agent for the account Commitment and Loans of a such Defaulting Bank under this Agreement shall not be included in determining whether all Banks, the Majority Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to subsection 10.1); provided that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other than affected Banks shall require the consent of such Defaulting Bank; and (c) any amounts representing principal or interest amount payable to such Defaulting Bank hereunder (whether on account of feesprincipal, indemnity payments interest, fees or other amounts not constituting principal or interestotherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to subsection 10.6 but excluding subsection 2.19) will not be paid or shall, in lieu of being distributed to such Defaulting Bank, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (and, subject to Section 2.18(d)) the termination any applicable requirements of the Commitments and payment in full of all obligations of the Borrowers hereunder and will law, be applied at such time or times as may be determined by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder, (ii) second, to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement and (iii) third, if so determined by the Administrative Agent and the Company, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any Loans under this Agreement, second to the payment of post-default interest . The rights and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as remedies against a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or subsection 2.23 are in addition to other amounts), provided rights and remedies that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank Borrowers may have against such Defaulting Bank; and (d) . In the event that the Borrowers Administrative Agent and the Agent Company agree in writing in their discretion that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such (other adjustments than Competitive Loans) as the Administrative Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitments, whereupon its Commitment Percentage and such Bank will cease to shall no longer be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long then, until such time as such Bank is no longer a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice , to the rights of the Banks other than Defaulting Banks in respect of such fees);extent permitted by applicable law: (i) Such Defaulting Bank’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Majority Banks. (ii) Any amount paid by the Borrowers payment of principal, interest, fees or otherwise other amounts received by the Administrative Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of feesvoluntary or mandatory, indemnity payments at maturity, pursuant to Section 7 or other amounts not constituting principal otherwise) or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained received by the Administrative Agent in from a segregated non-interest bearing account until (subject Defaulting Bank pursuant to Section 2.18(d)subsection 9.7(b) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will shall be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first as follows: (A) FIRST to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder; (B) SECOND as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; (C) THIRD if so determined by the Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Bank’s potential future funding obligations with respect to Loans under this Agreement, second ; (D) FOURTH to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank against such Defaulting Banks, ratably among them in accordance with the amounts Bank as a result of such interest then due and payable to themDefaulting Bank’s breach of its obligations under this Agreement; (E) FIFTH so long as no Default or Event of Default exists, third to the payment of fees then due and payable any amounts owing to the Non-Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank’s breach of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all its obligations of the Borrowers hereunder, to pay amounts owing under this Agreement Agreement; and (F) SIXTH to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise direct. jurisdiction; provided that if (iix) Any such payment is a payment of the principal amount paid of any Loans in respect of which such Defaulting Bank has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in subsection 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Bank until such time as all Loans are held by the Borrowers for Banks pro rata in accordance with the account of Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank representing principal that are applied (or interest payable held) to such pay amounts owed by a Defaulting Bank shall be deemed paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid redirected by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and, and each Bank irrevocably consents hereto. (d1) In No Defaulting Bank shall be entitled to receive a commitment fee for any period during which such Bank is a Defaulting Bank. (A) With respect to any commitment fee not required to be paid to any Defaulting Bank pursuant to clause (A) above, the event that Company shall not be required to pay the Borrowers amount of any such fee. (b) If the Company and the Administrative Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the Administrative 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 amounts then held in the segregated account referred to in Section 2.18(b))therein, such that Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances Loans of the other Banks and/or make or take such other adjustments actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Obligations of Loans to be held pro rata by the Banks to be on a pro rata basis in accordance with their respective the Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such that Bank was a Defaulting Bank; and provided, further, provided further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such that Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct.interest (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 5.01; (without prejudice b) the Commitment and Facility Letter of Credit Obligations of such Defaulting Bank shall not be included in determining whether all Banks or the Majority Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 13.02); provided, that any waiver, amendment or modification pursuant to Section 13.02(b), (c) or (d) shall require the rights consent of a Defaulting Bank affected thereby, and, further provided, that any waiver, amendment or modification requiring either the consent of the Majority Banks or of all of the Banks shall require the consent of a Defaulting Bank in a situation where such Defaulting Bank is affected differently than the other than Defaulting Banks in respect some material manner. For all other waivers, amendments or modifications, the consent of a Defaulting Bank shall not be (i) required or (ii) considered for taking any action hereunder. In the event a Defaulting Lender fails to respond to any request for any waiver, amendment or modification requested hereunder within twenty (20) days of written request from the Agent, such fees);Defaulting Lender shall be deemed to have consented or agreed to such requested waiver, amendment or modification, as the case may be. If any Facility Letter of Credit Obligations exists at the time a Bank becomes a Defaulting Bank then: (i) Any amount paid by all or any part of such Facility Letter of Credit Obligations shall be reallocated among the Borrowers non-Defaulting Banks in accordance with their respective Pro-Rata Percentage but only to the extent (x) the sum of all non-Defaulting Banks’ Credit Exposure plus such Defaulting Bank’s Facility Letter of Credit Obligations does not exceed the total of all non-Defaulting Banks’ Commitments and (y) the conditions set forth in Article VIII are satisfied at such time; (ii) if the reallocation described in clause (i) above cannot, or otherwise received can only partially, be effected, the Borrower shall within one Business Day following notice by the Agent cash collateralize such Defaulting Bank’s Facility Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 3.12 for so long as such Facility Letter of Credit Obligations is outstanding; (iii) if the account Borrower cash collateralizes any portion of a such Defaulting Bank’s Facility Letter of Credit Obligations pursuant to Section 6.01(c), the Borrower shall not be required to pay any fees to such Defaulting Bank under this Agreement other than pursuant to Section 5.02 with respect to such Defaulting Bank’s Facility Letter of Credit Obligations during the period such Defaulting Bank’s Facility Letter of Credit Obligations are cash collateralized; (iv) if the Facility Letter of Credit Obligations of the non-Defaulting Banks are reallocated pursuant to Section 6.01(c), then the fees payable to the Banks pursuant to Sections 5.01 and 5.02 shall be adjusted in accordance with such non-Defaulting Banks’ Pro-Rata Percentages; or (v) if any amounts representing principal Defaulting Bank’s Facility Letter of Credit Obligations are neither cash collateralized nor reallocated pursuant to Section 6.01(c), then, without prejudice to any rights or interest remedies of the Issuing Bank or any Bank hereunder, all facility fees that otherwise would have been payable to such Defaulting Bank (whether on account solely with respect to the portion of such Defaulting Bank’s Commitment that was utilized by such LC Exposure) and letter of credit fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed ] payable under Section 5.02 with respect to such Defaulting Bank, but will instead ’s Facility Letter of Credit Obligations shall be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts Issuing Bank until such Facility Letter of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting BankCredit Obligations are cash collateralized and/or reallocated; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or so long as any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the Agent Issuing Bank shall not be required to issue, amend or increase any Facility Letter of Credit, unless it is satisfied that the related exposure will so notify be 100% covered by the parties hereto, whereupon as Commitments of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other non-Defaulting Banks and/or make such other adjustments as cash collateral will be provided by the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis Borrower in accordance with their respective CommitmentsSection 6.01(c), whereupon and participating interests in any such Bank will cease to newly issued or increased Facility Letter of Credit shall be a Defaulting Bank and will be a Nonallocated among non-Defaulting Bank Banks in a manner consistent with Section 6.01(b)(i) (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoingDefaulting Banks shall not participate therein); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if If any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such the facility fee shall cease to accrue on the unused portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees)2.08; (b) the Commitment and Loans of such Defaulting Bank shall not be included in determining whether all Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.05), provided that (i) Any amount paid by any amendment or waiver requiring the Borrowers consent of all Banks or otherwise received by the Agent for the account of a each affected Bank which affects such Defaulting Bank under this Agreement differently than other affected Banks shall require the consent of such Defaulting Bank, (ii) the Commitment of such Defaulting Bank may not be increased or extended, the principal of or the rate of interest for Loans (other than any amounts representing the rates of interest for overdue principal or interest provided for in Section 9.05, Section 2.07(c) or in the last sentence of Section 2.07(d)) of such Defaulting Bank or fees or other amounts payable hereunder or under any other Financing Document to such Defaulting Bank may not be reduced without the consent of such Defaulting Bank, and (iii) any amendment of, or consent or waiver with respect to, this Section 8.07 shall require the consent of the Required Banks and each Defaulting Bank; and (c) any amount payable to such Defaulting Bank hereunder (whether on account of feesprincipal, indemnity payments interest, fees or other amounts not constituting principal or interestotherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to Section 9.04 but excluding Section 8.06(b)) will not be paid or shall, in lieu of being distributed to such Defaulting Bank, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (and, subject to Section 2.18(d)) the termination any applicable requirements of the Commitments and payment in full of all obligations of the Borrowers hereunder and will law, be applied at such time or times as may be determined by the Agent, to the fullest extent permitted by law, to the making of payments from time to time Administrative Agent in the following order of priority: first (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder; (ii) second, to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; (iii) third, if so determined by the Administrative Agent and the Company, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any Loans under this Agreement; (iv) fourth, second to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Banks, ratably among them in accordance with the amounts Bank as a result of such interest then due and payable to them, third to the payment Defaulting Bank’s breach of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all its obligations of the Borrowers hereunder, to pay amounts owing under this Agreement Agreement; and (v) fifth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise direct. jurisdiction, provided, with respect to this clause (iiv), that if such payment is (x) Any a prepayment of the principal amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to any Loans which such Defaulting Bank has funded and (y) made at a time when the conditions set forth in Section 3.02 are satisfied, such payment shall be paid applied solely to such Defaulting Bank in prepay the same amounts and in the same manner as if such Defaulting Bank were a NonCommitted Loans of all non-Defaulting Bank; (c) The Borrowers may terminate Banks pro rata prior to being applied to the unused amount prepayment of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account Loans of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) . In the event that the Borrowers Administrative Agent and the Agent agree in writing in their discretion Company each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as of the effective then on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Committed Loans of the other Banks and/or make such other adjustments as the Administrative Agent shall determine may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon order for such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis hold Committed Loans in proportion to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bankits Commitment.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 2.8; (without prejudice b) the Bank Percentage of such Defaulting Bank shall not be included in determining whether all Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.08), provided that this clause (b) shall not apply to the rights vote of a Defaulting Bank in the Banks case of an amendment, waiver or other than Defaulting Banks in respect modification requiring the consent of such fees)Bank or each Bank affected thereby; (c) if any L/C Obligations exist at the time a Bank becomes a Defaulting Bank then: (i) Any all or any part of such Defaulting Bank’s Bank Percentage of the L/C Obligations shall be reallocated among the non-Defaulting Banks in accordance with their respective Bank Percentages but only to the extent the sum of all non-Defaulting Banks’ Standby Loans and their Bank Percentages of the L/C Obligations and the outstanding Competitive Loans expressed as a dollar amount paid plus such Defaulting Bank’s Bank Percentage of the L/C Obligations does not exceed the total of all non-Defaulting Banks’ Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Borrowers or otherwise received by Agent, cash collateralize such Defaulting Bank’s Bank Percentage of the Agent L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Article VIII for so long as such Defaulting Bank’s Bank Percentage of the account L/C Obligations is outstanding; (iii) if the Borrower cash collateralizes any portion of a such Defaulting Bank’s Bank Percentage of the L/C Obligations pursuant to Section 2.23(c)(ii), the Borrower shall not be required to pay any fees to such Defaulting Bank under pursuant to Section 3.03 with respect to such Defaulting Bank’s Bank Percentage of the L/C Obligations during the period such Defaulting Bank’s Bank Percentage of the L/C Obligations is cash collateralized; (iv) if the Bank Percentages of the L/C Obligations of the non-Defaulting Banks are reallocated pursuant to Section 2.23(c)(i), then the fees payable to the Banks pursuant to Section 2.06 and Section 3.03 shall be adjusted in accordance with such non-Defaulting Banks’ Bank Percentages; and (v) if any Defaulting Bank’s Bank Percentage of the L/C Obligations is neither cash collateralized nor reallocated pursuant to this Agreement other than Section 2.23(c), then, without prejudice to any amounts representing principal rights or interest remedies of the Issuing Bank or any Bank hereunder, all Facility Fees that otherwise would have been payable to such Defaulting Bank (solely with respect to the portion of such Defaulting Bank’s Commitment that was utilized by such Defaulting Bank’s Bank Percentage of the L/C Obligations) and letter of credit fees payable under Section 3.03 with respect to such Defaulting Bank’s Bank Percentage of the L/C Obligations shall be payable to the Issuing Bank until such Defaulting Bank’s Bank Percentage of the L/C Obligations is cash collateralized and/or reallocated; and (d) so long as any Bank is a Defaulting Bank, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks and/or cash collateral provided by the Borrower in accordance with Section 2.23(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with Section 2.23(c)(i) (and Defaulting Banks shall not participate therein); and (e) any amount payable to such Defaulting Bank hereunder (whether on account of feesprincipal, indemnity payments interest, fees or other amounts not constituting principal or interestotherwise and including any amount that would otherwise be payable to such Defaulting Bank) will not be paid or shall, in lieu of being distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (and, subject to Section 2.18(d)) the termination any applicable requirements of the Commitments and payment in full of all obligations of the Borrowers hereunder and will law, be applied at such time or times as may be determined by the AgentAgent (i) first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Issuing Bank hereunder, (iii) third, if so determined by the Agent or requested by an Issuing Bank, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any existing or future participating interest in any Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Agent, (v) fifth, if so determined by the Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any Loans under this Agreement, second (vi) sixth, to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Banks or an Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Bank or such Issuing Bank against such Defaulting Banks, ratably among them in accordance with the amounts Bank as a result of such interest then due and payable to themDefaulting Bank’s breach of its obligations under this Agreement, third (vii) seventh, to the payment of fees then due and payable any amounts owing to the Non-Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Banks hereunder, ratably among them in accordance with the amounts Bank as a result of such fees then due and payable to them, fourth to the ratable payment Defaulting Bank’s breach of other amounts then due and payable to the Non-Defaulting Banksits obligations under this Agreement, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder(viii) eighth, to pay amounts owing under this Agreement to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise direct. jurisdiction, provided, with respect to this clause (iiviii), that if such payment is (x) Any a prepayment of the principal amount paid by the Borrowers for the account of any Loans or Reimbursement Obligations which a Defaulting Bank representing principal or interest payable to has funded its participation obligations and (y) made at a time when the conditions set forth in Section 5.01 are satisfied, such Defaulting Bank payment shall be paid applied solely to such Defaulting Bank in prepay the same amounts Loans of, and in the same manner as if such Defaulting Bank were a NonReimbursement Obligations owed to, all non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ Banks pro rata prior notice to being applied to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release prepayment of any claim Loans, or Reimbursement Obligations owed to, any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) . In the event that the Borrowers Agent, the Borrower and the Agent agree in writing in their discretion Issuing Bank each agrees that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as Bank Percentages of the effective L/C Obligations of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Standby Loans of the other Banks and/or make such other adjustments as the Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitmentsits Bank Percentage.” (e) Section 10.08(b) of the Credit Agreement is hereby amended by inserting at the end thereof, whereupon immediately before the period, the following proviso: “; provided further that no such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (agreement shall amend, modify or waive any provision of Section 2.23 without the written consent of the Agent and each Issuing Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank”.

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(d)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct.or (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bank, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

Defaulting Banks. (a) Notwithstanding any provision of this Agreement to the contrary, if one or more Banks become Defaulting Banks, then, upon notice to such effect by the Administrative Agent (which notice shall be given promptly after the Administrative Agent becomes aware that any Bank becomes shall have become a Defaulting Bank, then including as a result of being advised thereof by the Issuing Bank or the Borrower) (such notice being referred to as a “Defaulting Bank Notice”), the following provisions shall apply for so long as any such Bank is a Defaulting Bank: (ai) Such no commitment fee shall accrue on the unused amount of any Commitment of any Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees2.8(a); (iii) Any the Commitment and Revolving Exposure of each Defaulting Bank shall be disregarded in determining whether the requisite Banks shall have taken any action hereunder or under any other Loan Document (including any consent to any waiver, amendment or other modification pursuant to Section 9.5); provided that any waiver, amendment, or other modification that, disregarding the effect of this clause (ii), requires the consent of each Bank directly affected thereby pursuant to clause (a), (b) or (c) of Section 9.5 shall continue to require the consent of each Defaulting Bank directly affected thereby in accordance with the terms hereof; provided, further, that any waiver, amendment or other modification of this Section 2.20(a)(ii) or clause (a), (b) or (c) of Section 9.5 at any time that a Bank is a Defaulting Bank shall require the consent of such Defaulting Bank if such Defaulting Bank would be directly adversely affected thereby; (iii) if any LC Exposure exists at the time any Bank becomes a Defaulting Bank (each Letter of Credit to which such LC Exposure is attributable being referred to as a “Reallocated Letter of Credit”), then: (A) subject to clause (B) below, the participation of each Non-Defaulting Bank in each Reallocated Letter of Credit shall be adjusted to be determined under Section 2.18(d) on the basis of such Bank’s Adjusted Applicable Percentage (and all references in Section 2.18 to “Applicable Percentage” shall be deemed to be references to “Adjusted Applicable Percentage”); (B) notwithstanding the foregoing: (1) if any Bank that becomes a Defaulting Bank shall be an Issuing Bank or an Affiliate thereof, no adjustment shall be made pursuant to clause (A) above with respect to participations in any Letter of Credit issued by such Issuing Bank; (2) if all the Defaulting Banks’ Applicable Percentage of the LC Exposure attributable to the Reallocated Letters of Credit (the “Defaulting Bank LC Exposure”) exceeds the unused portion of the Commitments of the Non–Defaulting Banks as of the time the adjustments are to be made pursuant to clause (A) above (such unused portion being referred to as the “Maximum Incremental Participations Amount”), then the incremental amount of participations acquired by the Non-Defaulting Banks under clause (A) above (the “Incremental LC Participations”) shall not exceed at any time the Maximum Incremental Participations Amount; (3) adjustments under Section 2.20(a)(iii)(A) and (B) above shall only be made to the extent that, after giving effect to such adjustments, the Revolving Exposure of any Non-Defaulting Bank shall not exceed its Commitment; and (4) no adjustment shall be made under Section 2.20(a)(iii)(A) or (B) above if, at the time such adjustment is made, an Event of Default has occurred and is continuing; (C) if the Defaulting Bank LC Exposure exceeds the Maximum Incremental Participation Amount, then the Borrower or applicable Additional Borrower shall, within five Domestic Business Days after receipt of written notice to that effect from the Administrative Agent, cash collateralize the Reallocated Letters of Credit (in a manner and under documentation reasonably satisfactory to the Administrative Agent) in an aggregate amount equal to the excess, if any, of the Defaulting Bank LC Exposure over the Maximum Incremental Participation Amount or, if agreed to by the Issuing Bank, enter into other arrangements with respect to the Reallocated Letters of Credit on terms mutually agreed between the Issuing Bank and the Borrower or applicable Additional Borrower; (D) if any Reallocated Letter of Credit shall have been cash collateralized by the Borrower or applicable Additional Borrower pursuant to clause (C) above, then (x) the Borrower or applicable Additional Borrower shall not be required to pay any letter of credit participation fees pursuant to Section 2.8(b) with respect to the portion of such Reallocated Letter of Credit that is so cash collateralized and (y) to the extent any letter of credit participation fees are not required to be paid by reason of clause (x) above, the Borrowers reduction in the amount of such fees shall be allocated to the Defaulting Banks; (E) if an adjustment shall have been made pursuant to clause (A) above to the participations of the Non-Defaulting Banks in Reallocated Letters of Credit, then the letter of credit participation fees that would otherwise have been payable to the Banks that are Defaulting Banks pursuant to Section 2.8(b) with respect to the portion of such Reallocated Letters of Credit equal to the Incremental LC Participations therein shall instead accrue for the accounts of, and be payable to, the Banks that are Non-Defaulting Banks in accordance with their Adjusted Applicable Percentages; (F) if the Defaulting Bank LC Exposure at any time shall exceed the sum of the Incremental LC Participations at such time and the portion of the Reallocated Letters of Credit cash collateralized at such time pursuant to clause (C) above, then, without prejudice to any rights or remedies of the Issuing Bank or any Non-Defaulting Bank hereunder, all letter of credit participation fees payable to the Banks that are Defaulting Banks under Section 2.8(b) with respect to the portion of the Defaulting Bank LC Exposure equal to such excess shall instead accrue for the account of, and be payable to, the Issuing Bank that shall have issued the Reallocated Letters of Credit; and (G) the Revolving Exposure of each Non-Defaulting Bank shall be determined after giving effect to the Incremental LC Participations acquired by such Bank under the foregoing clauses of this clause (iii); (iv) in the event any Letter of Credit shall be issued or amended to increase the amount thereof, (A) the participations of the Non-Defaulting Banks therein shall be determined in the manner set forth in clause (iii)(A) above, as if such Letter of Credit shall have been a Reallocated Letter of Credit, and (B) letter of credit participation fees that would otherwise received have been payable to the Banks that are Defaulting Banks pursuant to Section 2.8(b) in respect of any such Letter of Credit shall be subject to clause (iii)(E) above; provided, however, that, notwithstanding anything to the contrary set forth herein, the Issuing Bank shall not be required to issue, extend, renew or increase the amount of any Letter of Credit unless it is satisfied that the Defaulting Banks’ Applicable Percentage of the LC Exposure attributable to such Letter of Credit will be entirely covered by participations therein of the Non-Defaulting Banks and/or cash collateral or other arrangements satisfactory to the Issuing Bank provided by the Agent Borrower or applicable Additional Borrower (in a manner and under documentation satisfactory to the Issuing Bank); and (v) any amount payable to or for the account of a any Defaulting Bank under this Agreement other than in its capacity as a Bank hereunder (whether on account of principal, interest, fees or otherwise, and including any amounts representing principal or interest payable to such Defaulting Bank (whether on account pursuant to Sections 2.10 and 2.11, but excluding any amounts payable to such Defaulting Bank pursuant to Sections 2.13, 2.15, 2.17, 8.3 and 9.3) shall, in lieu of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or being distributed to such Defaulting Bank, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (and, subject to Section 2.18(d)any applicable requirements of law, (A) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied applied, at such time or times as may be determined by the Administrative Agent, to the fullest extent permitted by law(1) first, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent under this Agreementhereunder, (2) second to the payment of post-default interest and then current interest due and payable any amounts owing by such Defaulting Bank to the Issuing Bank in respect of such Defaulting Bank’s participations in Letters of Credit (and to the extent any such amounts shall have been paid by Non-Defaulting BanksBanks as a result of adjustments pursuant to clause (iii) above, ratably among them to reimburse such Non-Defaulting Banks for such amounts), (3) third, to cash collateralize participation obligations of such Defaulting Bank in accordance respect of outstanding Letters of Credit (with the amounts concurrent release of an equivalent amount any cash collateral or other collateral security, if any, provided by the Borrower pursuant to this Section) and (4) fourth, to the funding of such interest then due and payable Defaulting Bank’s Applicable Percentage of any Borrowing in respect of which such Defaulting Bank shall have failed to themfund such share as required hereunder, third (B) to the extent not applied as aforesaid, be held, if so determined by the Administrative Agent, as cash collateral for funding obligations of such Defaulting Bank in respect of future Loans hereunder, (C) to the extent not applied or held as aforesaid, be applied, pro rata, to the payment of fees then due and payable any amounts owing to the Borrower or the Non-Defaulting Banks hereunder, ratably among them in accordance with as a result of any judgment of a court of competent jurisdiction obtained by the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Borrower or any Non-Defaulting BanksBank against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations hereunder and (D) to the extent not applied or held as aforesaid, and fifth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement be distributed to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise directjurisdiction. (iib) Any amount paid by In the Borrowers for event the account of Administrative Agent, the Issuing Bank and the Borrower shall have agreed that a Bank that is a Defaulting Bank representing principal or interest payable has adequately remedied all matters that caused such Bank to become a Defaulting Bank, then (i) such Bank shall cease to be a Defaulting Bank for all purposes hereof, (ii) the obligations of the Banks to purchase participations in Letters of Credit under Section 2.18(d) shall be paid readjusted to be determined on the basis of such Defaulting Banks’ Applicable Percentages and (iii) such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine to be necessary in order for the same amounts and Loans to be held by the Banks in the same manner as if such Defaulting Bank were a Non-Defaulting Bank;accordance with their Applicable Percentages. (c) The Borrowers may terminate No Commitment of any Bank shall be increased or otherwise affected and, except as otherwise expressly provided in this Section, performance by the unused amount Borrower and any Additional Borrower of its obligations hereunder and under the other Loan Documents shall not be excused or otherwise modified as a result of the Commitment operation of this Section. The rights and remedies against a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principalSection are in addition to other rights and remedies that the Borrower, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Additional Borrower, the Agent Administrative Agent, the Issuing Bank or any Non-Defaulting Bank may have against such Defaulting Bank; Bank (and (d) In , for the event that the Borrowers and the Agent agree in writing in their discretion that a Bank is no longer a Defaulting Bankavoidance of doubt, the 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a each Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on shall have a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf claim against any Defaulting Bank for any losses it may suffer as a result of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release operation of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bankthis Section).

Defaulting Banks. Notwithstanding any provision of this Agreement to In the contrary, if event that any Bank becomes a Defaulting Bank, then then, in addition to any rights and remedies that may be available to Borrower or the following provisions shall apply for so long as other Banks and the Administrative Agent (such Bank is a other Banks and the Administrative Agent being called "Non Defaulting BankBanks") at law or in equity: (a) Such The Defaulting Bank's rights to participate in the administration of the Loan and the Loan Documents, including any right to vote upon, approve, disapprove, consent to or direct any action of the Administrative Agent (other than amendments to the Loan Documents directly affecting the Defaulting Bank's Commitment), shall be suspended and such rights shall not be reinstated unless and until such Bank ceases to be a Defaulting Bank will (and all decisions, except the decision to remove the Administrative Agent, which are to be based on a vote of the Requisite Banks or all Banks shall be resolved based upon a decision or determination made by the required percentage of the Non-Defaulting Banks); provided, however, that if the Administrative Agent is a Defaulting Bank, the Administrative Agent shall continue to have all rights provided for in this Loan Agreement, as the Administrative Agent only, with respect to the administration of the Loan unless it is removed and replaced as the Administrative Agent as provided in Section 10.8. (b) Any or all of the Non-Defaulting Banks shall be entitled (but shall not be obligated) to: (i) fund the aggregate amount that the Defaulting Bank has failed to fund or pay to the Administrative Agent (such amount being called the "Defaulted Amount"); and (ii) collect interest at the Default Rate on the Defaulted Amount (after crediting all interest actually paid by Borrower on the Defaulted Amount from time to time), either directly from the Defaulting Bank or from amounts otherwise payable to the Defaulting Bank, for the period from the date on which the Defaulted Amount was funded by the Non-Defaulting Banks until the date on which payment is made. If the Administrative Agent has funded the Defaulted Amount, the Administrative Agent shall be entitled to collect interest at the Default Rate from the Defaulting Bank on the Defaulted Amount as set forth above, as if the Administrative Agent were a Non-Defaulting Bank that had elected to fund the Defaulted Amount. (c) In the event the Defaulted Amount is funded by any fees accruing during such period Non-Defaulting Banks or the Administrative Agent pursuant to Section 2.04 (without prejudice 11.28(b) above, the Defaulting Bank's interest in the Loans, the Loan Documents and proceeds thereof shall be subordinated to the rights of the Banks other than any Defaulted Amount funded by any Non-Defaulting Banks or the Administrative Agent pursuant to Section 11.28(b) above, plus all interest which may be due in respect of such feesaccordance with Section 11.28(b) above (to be applied pari passu among the Non-Defaulting Banks (including the Administrative Agent, unless the Administrative Agent is the Defaulting Bank) funding the Defaulted Amount); (i) Any amount paid by the Borrowers or otherwise received by the Agent , without necessity for the account of a Defaulting Bank under this Agreement other than executing any amounts representing principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity payments or other amounts not constituting principal or interest) will not be paid or distributed to further documents; provided that such Defaulting Bank's interest in the Loan, but will instead the Loan Documents and the proceeds thereof shall no longer be retained so subordinated if the Defaulted Amount funded by the Non-Defaulting Banks or the Administrative Agent in a segregated non-(and all interest bearing account until (subject which has accrued pursuant to Section 2.18(d)11.28(b) above) shall be repaid in full. (d) If, following the termination of the Commitments and payment in full of all obligations of amounts due pursuant to Section 11.28(c) above to the Borrowers hereunder and will be applied by Non-Defaulting Banks (including the Administrative Agent, to unless the fullest extent permitted by law, to Administrative Agent is the making of payments from time to time in the following order of priority: first to the payment Defaulting Bank) which have funded all or any portion of any amounts owing Defaulted Amount, there remains any unfunded Defaulted Amount which has not been funded by such Defaulting Bank to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks, ratably among them the Administrative Agent or the Defaulting Bank ("Unfunded Defaulted Amount"), then a portion of the Defaulting Bank's interest in accordance with the amounts of such interest then due Loan, the Loan Documents and payable to them, third the proceeds thereof equal to the payment amount of fees then due and payable the Unfunded Defaulted Amount (together with interest thereon at the rate applicable to the Defaulted Amount from time to time pursuant to the Loan Documents) shall be subordinated to the interests of the Non-Defaulting Banks hereunder(including the Administrative Agent, ratably among them in accordance with unless the amounts of Administrative Agent is the Defaulting Bank) unless and until such fees then due and payable to themUnfunded Defaulted Amount is funded either by one or more Non -Defaulting Banks, fourth the Administrative Agent or the Defaulting Bank. (e) Subject to the ratable payment provisions of other amounts then due Section 11.8 and payable the definition of Eligible Assignee, each Non-Defaulting Bank will have the right, but not the obligation, in its sole discretion, to acquire at par all or a proportionate share (based on the ratio of its Commitments to the aggregate amount of the Commitments of all of the Non-Defaulting BanksBanks that elect to acquire a share of the Defaulting Bank's Commitment of the Defaulting Bank's Commitment, including without limitation its proportionate share in the outstanding principal balance of the Loan, and fifth after the termination all rights and interests of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank representing principal or interest payable to such Defaulting Bank shall be paid to such Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement and the other Loan Documents. (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not f) Nothing herein contained shall be deemed or construed to be a waiver waive, diminish, limit, prevent or release of any claim any Borrowerestop the Administrative Agent, the Agent Borrower or any Bank from exercising or enforcing any rights or remedies which may have against such Defaulting Bank; and (d) In the event that the Borrowers and the Agent agree be available at law or in writing equity as a result of or in their discretion that connection with any default under this Agreement by a Bank is no longer a Defaulting Bank, (including the Agent will so notify right to bring suit against 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 amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bankrecover the Defaulted Amount and interest thereon at the rate provided in this Section 11.28).

Defaulting Banks. Notwithstanding any provision of this Agreement to ‌ (a) If a Bank becomes, and during the contraryperiod it remains, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such Defaulting Bank will not be entitled to any fees accruing during such period pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting Banks in respect of such fees); (i) Any amount amounts paid by the Borrowers Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Bank under this Agreement other than any amounts representing principal or interest payable to such Defaulting Bank (whether on account of principal, interest, fees, indemnity payments or other amounts not constituting principal or interestamounts) will not be paid or distributed to such Defaulting Bank, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.18(d2.9(c)) the termination of the Commitments and payment in full of all obligations of the Borrowers Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Banks hereunder other than Defaulting Banks, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to pay principal then due and payable to the Non-Defaulting Banks hereunder ratably in accordance with the amounts thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth sixth after the termination of the Commitments and payment in full of all obligations of the Borrowers Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this Section 2.9(a) shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto. (iib) Any amount paid No Commitment of any Bank shall be increased or, except as otherwise expressly provided in Section 2.9(a), otherwise affected, and performance by the Borrowers for Borrower of its obligations shall not be excused or otherwise modified as a result of the account operation of Section 2.9(a). The rights and remedies against a Defaulting Bank representing principal or interest payable under Section 2.9(a) are in addition to such Defaulting Bank shall be paid to such Defaulting Bank in any other rights and remedies which the same amounts and in the same manner as if such Defaulting Bank were a Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Administrative Agent or any Bank may have against such Defaulting Bank; and. (dc) In If the event that the Borrowers Borrower and the Administrative Agent agree in writing in their discretion reasonable determination that a Defaulting Bank is or a Potential Defaulting Bank should no longer be deemed to be a Defaulting Bank or a Potential Defaulting Bank, as the case may be, the Administrative 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 amounts then held in the segregated account referred to in Section 2.18(b)cash collateral), such that Bank will, to the extent applicable, purchase at par such that portion of outstanding Advances of the other Banks and/or make or take such other adjustments actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Obligations of the Banks Advances to be funded and held on a pro rata basis by the Banks in accordance with their respective CommitmentsCommitments and Advances, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-or Potential Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank or Potential Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.Bank or Potential Defaulting Bank.‌

Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Such such Defaulting Bank will not shall no longer be entitled to receive its Commitment Percentage of Facility Fees or Letter of Credit Fees otherwise payable pursuant to Sections 2.4 and 2.5 hereof, and thereafter, so long as any Bank is a Defaulting Bank, the fees accruing during payable to the Non-Defaulting Banks pursuant to Sections 2.4 and 2.5 shall be based on their Adjusted Revolving Credit Commitment Percentages; (b) the Defaulting Bank, or the Exposure and Commitment Percentage of such period Defaulting Bank, as applicable, shall not be included in determining whether all Banks or Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 2.04 (without prejudice 9.1), provided that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which is more disadvantageous to such Defaulting Bank than to other affected Banks shall require the rights of the Banks other than Defaulting Banks in respect consent of such fees)Defaulting Bank; (c) if any outstanding Swing Line Loans or Letters of Credit exist at the time a Bank becomes a Defaulting Bank then: (i) Any amount paid by such Defaulting Bank’s pro rata portion of such Swing Line Loans shall be reallocated among the Borrowers Non-Defaulting Banks in accordance with their respective Adjusted Revolving Credit Commitment Percentages but only to the extent (x) the sum of all Non-Defaulting Banks’ Revolving Credit Loans and Adjusted Revolving Credit Commitment Percentages of all Swing Line Loans and Letter of Credit Obligations then outstanding does not exceed the aggregate of the Commitments of all Non-Defaulting Banks and (y) the conditions set forth in Section 4.2 are satisfied at such time; (ii) such Defaulting Bank’s participation interests in such outstanding Letters of Credit shall be reallocated among the Non-Defaulting Banks in accordance with their respective Adjusted Revolving Credit Commitment Percentages but only to the extent (x) the sum of all Non-Defaulting Banks’ Revolving Credit Loans and Adjusted Revolving Credit Commitment Percentages of all Swing Line Loans and Letter of Credit Obligations then outstanding does not exceed the aggregate of the Commitments of all Non-Defaulting Banks and (y) the conditions set forth in Section 4.2 are satisfied at such time; (iii) to the extent that all or otherwise received by any part of such Defaulting Bank’s pro rata portion of Swing Line Loans cannot be reallocated pursuant to Section 2.19(c)(i), then the Borrower (A) agrees, within 20 days following notice from the Agent for the account of until such Defaulting Bank ceases to be a Defaulting Bank under this Agreement other than Agreement, to establish and, thereafter, to maintain a special collateral account (the “Swing Line Collateral Account”) at the Agent’s office at the address specified pursuant to Section 9.2, in the name of the Borrower but under the sole dominion and control of the Agent, (B) grant to the Agent for the benefit of the Banks, solely as security for repayment of the unallocated portion of such Defaulting Bank’s Commitment Percentage of outstanding Swing Line Loans, a security interest in and to the Swing Line Collateral Account and any amounts representing principal funds that may thereafter be deposited therein and (C) agree to maintain in the Swing Line Collateral Account an amount equal to the unallocated portion of such Defaulting Bank’s Commitment Percentage of outstanding Swing Line Loans; and (iv) to the extent that all or any part of such Defaulting Bank’s participations in outstanding Letters of Credit cannot be reallocated pursuant to Section 2.19(c)(ii), then the Borrower (A) agrees, within 20 days following notice from the Agent until such Defaulting Bank ceases to be a Defaulting Bank under this Agreement, to establish and, thereafter, to maintain a special collateral account (the “Letter of Credit Collateral Account”) at the Agent’s office at the address specified pursuant to Section 9.2 in the name of the Borrower but under the sole dominion and control of the Agent, (B) grant to the Agent for the benefit of the Banks, as security for the unallocated portion of such Defaulting Bank’s Revolving Credit Commitment Percentage of all Letter of Credit Obligations, a security interest in the Letter of Credit Collateral Account and any funds that may be deposited therein and (C) agree to maintain in the Letter of Credit Collateral Account an amount equal to the unallocated portion of such Defaulting Bank’s Commitment Percentage of all Letter of Credit Obligations, regardless of whether any Letters of Credit have then been drawn. (d) so long as any Bank is a Defaulting Bank, the Swing Line Bank shall not be required to fund any Swing Line Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit unless it is satisfied that the related exposure will be 100% covered by the non-Defaulting Banks and/or cash collateral will be provided by the Borrower in accordance with Section 2.19(c); (e) any amount payable to such Defaulting Bank hereunder (whether on account of feesprincipal, indemnity payments interest, fees or other amounts not constituting principal or interest) will not be paid or otherwise), shall, in lieu of being distributed to such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest bearing account until (and, subject to Section 2.18(d)) the termination any applicable requirements of the Commitments and payment in full of all obligations of the Borrowers hereunder and will law, be applied at such time or times as may be determined by the AgentAgent (i) first, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Bank to the Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Issuing Bank or Swing Line Bank hereunder, (iii) third, to the funding of any Revolving Credit Loan or the funding of any participating interest in any Swing Line Loan or Letter of Credit in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Agent, (iv) fourth, if so determined by the Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement, second (v) fifth, pro rata, to the payment of post-default interest and then current interest due and payable any amounts owing to the Non-Borrower or the Banks as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any Bank against such Defaulting Banks, ratably among them in accordance with the amounts Bank as a result of such interest then due and payable to them, third to the payment Defaulting Bank’s breach of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the Commitments and payment in full of all its obligations of the Borrowers hereunder, to pay amounts owing under this Agreement and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction may otherwise direct. jurisdiction; provided that if such payment is (iix) Any a prepayment of the principal amount paid by the Borrowers of any Loans or reimbursement obligations in respect of Letters of Credit for the account of which a Defaulting Bank representing principal or interest payable to has not fully funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.2 are satisfied, the remaining portion of such Defaulting Bank payment shall be paid applied solely to such Defaulting Bank in prepay the same amounts Loans of, and in the same manner as if such Defaulting Bank were a reimbursement obligations owed to, all Non-Defaulting Bank; (c) The Borrowers may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three (3) Business Days’ Banks pro rata prior notice to being applied to the Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release prepayment of any claim Loans, or reimbursement obligations owed to, any Borrower, the Agent or any Bank may have against such Defaulting Bank; and (df) In in the event that the Borrowers Agent, the Borrower, the Issuing Bank and the Agent agree Swing Line Bank each agrees in writing in their discretion that a Defaulting Bank is no longer has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the Agent will so notify the parties hereto, whereupon as Swing Line Loans and Letters of Credit participations of the effective Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment Percentage, and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable, shall purchase at par such portion of outstanding Advances the Loans of the other Banks and/or make such (other adjustments than Swing Line Loans) as the Agent shall determine may determine to be necessary in order for such Bank to cause the Revolving Credit Obligations of the Banks to be on a pro rata basis hold such Loans in accordance with their respective Commitmentsits Commitment Percentage, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that except subject to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release provisions of any claim of any party hereunder arising from such Bank’s having been a Defaulting BankSection 2.13.