Common use of Defaulting Lender Clause in Contracts

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If Anything contained herein to the contrary notwithstanding, in the event that any Lender shall, at (any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred being a "DEFAULTING LENDER") defaults (a "FUNDING DEFAULT") in its obligation to herein fund its participation in any Letter of Credit (a "DEFAULTED PARTICIPATION") in accordance with the terms of this Agreement or defaults in its obligation to comply with the agreements contained in subsection 10.1H, then (i) during any Default Period (as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments defined below) with respect to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Defaulting Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely deemed a "Lender" for purposes of voting on any matters (including the granting of any consents or consenting to matters waivers) with respect to any of the Credit DocumentsDocuments (provided, Collateral or any Obligations and determining a however, that nothing in this clause (i) shall be construed as permitting, without the consent of the relevant Defaulting Lender’s share , a reduction in the principal amount of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure 's outstanding funded Obligations, an increase in the amount of its defaults hereundersuch Lender's Letter of Credit Commitment or participation in any Letters of Credit, a reduction or postponement of the due date of any amount funded by such Defaulting Lender and payable in respect of any Letter of Credit, an extension of the expiration date of any Letter of Credit beyond the Maturity Date, or an extension of the Maturity Date), (ii) solely in the case of a Funding Default, to the extent permitted by applicable law, until such time as the Default Excess (as defined below) with respect to such Defaulting Lender shall have been reduced to zero, any payment or reimbursement of amounts with respect to a drawing under a Letter of Credit shall be applied first, to amounts funded by Agents, Issuing Lenders or other Lenders (together with unpaid interest accrued thereon) in lieu of such amounts required to be funded by Defaulting Lenders and second, to the Letter of Credit participations of other Lenders (other than any other Defaulting Lenders) as if such Defaulting Lender (and any other Defaulting Lenders) had no participations outstanding and the Letter of Credit Exposure of such Defaulting Lender were zero, (iii) except to the extent that the immediately preceding clause (ii) applies, during any Default Period with respect to such Defaulting Lender any payment or reimbursement of amounts funded by such Defaulting Lender with respect to a drawing under a Letter of Credit shall be applied first, to cash collateralize, to the full extent thereof, the maximum amount of the Letter of Credit Commitment of such Defaulting Lender pursuant to documentation and arrangements reasonably satisfactory to Administrative Agent and Issuing Lenders, second, to reimburse fees and expenses of the type described in the last sentence of subsection 10.1H in connection with such cash collateralization, and third, to reimburse amounts funded by such Defaulting Lender with respect to its participations in Letters of Credit, and (iv) such Defaulting Lender's Letter of Credit Commitment and Pro Rata Share with respect thereto shall be excluded for purposes of calculating the letter of credit fees under subsection 3.2 in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be deemed entitled to be a “receive any such letter of credit fee with respect to such Defaulting Lender” and 's Letter of Credit Commitments in respect of any Default Period with respect to such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shallshall refuse to make any Loan required to be made by it hereunder or to fund its participation in any L/C Disbursement or Swingline Loan hereunder, at or shall notify the Borrower or the Administrative Agent in writing that it does not intend to make any timesuch Loan or fund any such participation, in either case as a result of any takeover of such Lender by any regulatory authority or agency (any such Lender, a "Defaulting Lender"), then, unless and until such Defaulting Lender retracts in writing any such notice and cures all defaults on its part in respect of the funding of its Pro Rata Percentage of all outstanding Loans, L/C Disbursements and Swingline Loans, (a) fail any of the Borrower, the Administrative Agent, the Issuing Bank and the Swingline Lender may require such Defaulting Lender to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform transfer and assign all of its interests, rights and obligations under this Agreement to an assignee in the same manner and effect as provided in Section 2.18(a), the provisions of which shall apply, mutatis mutandis, to any Credit Documentssuch assignment, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be entitled to exercise any right of setoff under Section 9.06 and (c) to the maximum extent permitted by applicable law, such Defaulting Lender shall be deemed not to be a “"Lender” and ", the Revolving Credit Commitment of such Lender’s Commitment Defaulting Lender shall be deemed not to be zero (0)in effect and such Defaulting Lender's Revolving Credit Exposure shall be deemed not to exist, in each case solely for purposes of the definition of the term "Required Lenders" and determining whether any waiver, amendment or modification has been approved by the requisite Lenders in accordance with Section 9.08 or any other applicable provision of the Loan Documents. The In no event shall the provisions of this Section 2.16 be construed to release any Defaulting Lender from its obligations hereunder to any other party hereto, including its obligations to make Loans and participate in Letters of Credit and Swingline Loans, and such provisions shall not prejudice any claims, or be solely for construed to waive any rights, including any rights to bring legal proceedings against such Defaulting Lender, which the benefit Administrative Agent, any Lender, the Issuing Bank or any Loan Party may have against such Defaulting Lender as a result of Agent and Lenders and may not be enforced any failure by Borrowerssuch Defaulting Lender to honor its obligations under this Agreement.

Defaulting Lender. If any Lender shall(a) In the event that, at any one time, (ai) fail any Lender Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be required to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and other Loan Document to or for the account of such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent then the Borrower may, but so long as no Default shall not occur or be required tocontinuing at such time and to the fullest extent permitted by applicable law, retain payments that would set-off and otherwise be made apply the Obligation of the Borrower to make such payment to or for the account of such Defaulting Lender hereunder and apply such payments to against the Obligation of such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, make such Defaulted Advance. In the party failing event that the Borrower shall so set-off and otherwise apply the Obligation of the Borrower to make any such payment against the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay Obligation of such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Defaulting Lender 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 other Loan Documents an Advance by such Defaulting Lender made on such date under the Facility pursuant to which such Defaulted Advance was originally required to have been made pursuant to Section 2.01. Such Advance 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. The Borrower shall notify the Administrative Agent at any time the Borrower reduces the amount of the Obligation of the Borrower to make any payment otherwise required to be made by it hereunder or payment under any other Loan Document as a result of the exercise by the Borrower of its right set forth in respect this subsection (a) and shall set forth in such notice (A) the name of an LC Obligation the Defaulting Lender and the Defaulted Advance required to be made by such Defaulting Lender on and (B) the date amount set-off and otherwise applied in respect of any borrowingsuch Defaulted Advance pursuant to this subsection (a). Solely as among Any portion of such payment otherwise required to be made by the Lenders and solely Borrower to or for purposes the account of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunderLender which is paid by the Borrower, a Defaulting Lender shall not be deemed after giving effect to be a “Lender” the amount set-off and such Lender’s Commitment otherwise applied by the Borrower pursuant to this subsection (a), shall be deemed to be zero applied by the Administrative Agent as specified in subsection (0). The provisions b) or (c) of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers2.16.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions BofA that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”)hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting defaulting Lender hereunder and apply such payments to such Defaulting defaulting Lender’s 's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingBorrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Loan Documents, Collateral or any Obligations and determining a Defaulting defaulting Lender’s 's share of payments, fees payments and proceeds of Collateral pending such Defaulting defaulting Lender’s 's cure of its defaults hereunder, a Defaulting defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s 's Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole the Commitment of a Defaulting Lender shall, at any time, (a) fail to make any payment to Agent but without a reduction or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documentstermination of the Commitments of the other Lenders), and such failure is not cured within one (1) Business Day, or (b) is the subject Aggregate Facility Amount shall be reduced by the amount of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at Commitment in effect immediately prior to such time, and in termination; provided that (x) such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Lender, the Swing Line Lender or any Lender may have against such Defaulting Lender under this Agreement, (y) any fees owing to such Defaulting Lender with respect to its Commitment through the effective date of such termination shall be paid on the next date on which such fees are paid to the other Lenders pursuant to the terms of this Agreement and (z) the Borrower shall not be required to pay the principal of or interest on the Loans, or any other amounts payable under the Loan Documents, owing to such Lender on the effective date of such termination as a condition thereto, but shall be required to pay such principal, interest and other amounts owing to such Lender at the times otherwise provided for in the Loan Documents and such Lender shall continue to be a “Lender” under the Loan Documents until such principal, interest and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersother amounts are paid in full.”

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, may elect to terminate such Defaulting Lender’s Revolving Commitment hereunder or such Defaulting Lender’s Term Commitment; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment or Term Commitment, (aB) fail the Non-Defaulting Lenders shall each have the option to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is accept an assignment of the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”’s Revolving Commitment or Term Commitment pursuant to Section 2.13 in lieu of a termination of Commitments pursuant to this Section 2.1(c)(iii), Agent may(C) to the extent that the Non-Defaulting Lenders do not take an assignment as provided in the immediately preceding clause (B), but the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder in such Defaulting Lender’s capacity as a Revolving Lender under this Agreement and apply under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such payments Defaulting Lender, accrued Commitment Fees (subject to Section 2.6(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.9 as result of such repayment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure (other than any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.14), (D) if any Term Commitment is being terminated pursuant to this clause (iii), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Lender’s capacity as a Term Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Term Advances owed to such Defaulting Lender, and accrued Commitment Fees (subject to Section 2.6(a)) but specifically excluding any amounts owing under Section 2.9 as result of such payment of such Advances), (E) a Defaulting Lender’s Revolving Commitment and unused Term Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments and in the unused Term Commitments of all then existing Defaulting Lenders, and (F) such order, as Agent may elect in its sole discretiontermination shall not be permitted if an Event of Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Revolving Commitment and Term Commitment pursuant to this clause (iii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (C) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “Revolving Lender” or a “Term Lender”, as among the Lenders applicable, hereunder for all purposes except that such Lender’s rights and solely for purposes of voting obligations as a Revolving Lender or consenting to matters a Term Lender, as applicable, under Sections 2.10, 2.12, 8.9 and 9.1 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or “Term Lender”, Collateral or any Obligations and determining a Defaulting Lender’s share of paymentsas applicable, fees and proceeds of Collateral pending hereunder, (2) such Defaulting Lender’s cure of its defaults hereunderRevolving Commitment and Term Commitment shall be deemed terminated, a and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Revolving Lender” and “Term Lender”, as applicable, except as to its obligations under Section 8.9 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or “Term Lender”, as applicable, hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim that the Borrower, the Administrative Agent, the Swing Line Lender” , the Issuing Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, (x) if no Term Commitment is then being terminated pursuant to this clause (iii), the termination of commitments, rights and such obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender and (y) any termination of a Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) must occur concurrently with a termination of such Defaulting Lender’s Term Commitments. Notwithstanding anything herein to the contrary, the Non-Defaulting Lenders’ option to take an assignment as provided in Section 2.1(c)(iii)(B) may be exercised by a Non-Defaulting Lender in its sole and absolute discretion and nothing contained herein shall be deemed obligate any Non-Defaulting Lender to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowerstake any such assignment.

Defaulting Lender. If In the event that any Lender shall, at any time, (a) fail fails to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform fund its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject Applicable Pro Rata Share of any bankruptcy Advance requested or insolvency proceeding (deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the portion of such Advance funded by any other Lenders being hereinafter referred to herein as a “Defaulting Lender”"Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent may, but shall not by the Borrower and otherwise required to be required to, retain payments that would otherwise be made applied to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment 's share of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due all other Obligations pursuant to the terms hereof shall, upon demand of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other party, pay Obligations. Notwithstanding anything in this Agreement to the contrary: the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; any such amount together with interest on such amount at the Federal Funds Rate. The Lender shall be deemed to have cured its failure of any Lender to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligationsuch Advance is fully funded to the Borrower, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be whether made by such Lender on itself or by operation of the date terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any borrowing. Solely Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as among the Lenders and solely for purposes until any such Lender's failure to fund its Applicable Pro Rata Share of voting or consenting to matters any Advance is cured in accordance with respect to any of the Credit DocumentsSection 9.2(ii), Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (A) such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be a “entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender” and such Lender’s Commitment 's requested Advance, shall be deemed to be zero (0). The provisions of this Section 2.16 allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be solely for calculated based upon the benefit average amount by which the aggregate Revolving Loan Commitments of Agent such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and Lenders and may not be enforced by Borrowersoutstanding Letters of Credit.

Defaulting Lender. If a Lender fails to fund its Pro Rata Share of any Future Advance on or before the time required thereunder, then, Administrative Agent shall promptly notify Borrower and any other Lender shall, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documentsa Lender has become a Defaulting Lender, and such failure is in addition to the rights and remedies (including the right to bring an action or suit against the Defaulting Lender) that may be available to the non-Defaulting Lenders and Borrower at law and in equity, and notwithstanding any provision of this Agreement or any other agreement to the contrary, upon not cured within one less than ten (110) Business Day, or Days’ notice to Administrative Agent and all Lenders (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting LenderLender Notice”), Agent mayBorrower may (i) prepay at par the Defaulting Lender’s Pro Rata Share of the Loan, but shall not be required to, retain payments that would otherwise be made together with accrued and unpaid interest thereon and any other sums then due to such Defaulting Lender hereunder pursuant to the terms of this Agreement, excluding any Spread Maintenance Premium or any other prepayment penalty, premium or similar fee or (ii) require that such Defaulting Lender transfer all of its right, title and apply interest under this Agreement and the other Loan Documents to a proposed lender identified by Borrower that is an Eligible Assignee if such payments proposed lender agrees to assume all of the obligations of such Defaulting Lender under this Agreement and other Loan Documents, and to purchase all of such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect commitment of the Loan for an aggregate consideration equal to the payment aggregate outstanding principal amount of such Defaulting Lender’s commitment of the Loan, together with any accrued but unpaid interest thereon to the date of such purchase. Notwithstanding the foregoing, if a Defaulting Lender funds from Agent its Pro Rata Share of such Future Advance within two (2) Business Days after the date of delivery of a Defaulting Lender Notice, such Lender shall cease to be a Defaulting Lender; provided, that during the Term, a Lender shall be entitled to not more than three (3) cures of a failure to fund a Future Advance on or from before the time required thereunder; provided, further, that non-Defaulting Lender(s) shall have the right, following the expiration of the two (2) Business Day period referred to in this sentence and prior to the expiration of the ten (10) Business Day period following delivery of a Defaulting Lender Notice to Agentacquire at par the Defaulting Lender’s Pro Rata Share of the Loan, the party failing together with accrued and unpaid interest thereon and any other sums then due to make the full payment when due such Defaulting Lender pursuant to the terms hereof shallof this Agreement, upon demand excluding any Spread Maintenance Premium or any other prepayment penalty, premium or similar fee and the Commitments of such non-Defaulting Lender(s) shall be increased by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion unfunded Commitment of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall become a Defaulting Lender or shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including, without limitation, its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or Letter of Credit Documents, Exposure and such failure is not cured within one (1) Business DayDay after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, provided, that, (bA) is the subject Commitment of a Defaulting Lender may not be increased, (B) the Loans of a Defaulting Lender may not be reduced or forgiven and (C) the interest applicable to Obligations owing to a Defaulting Lender may not be reduced in such a manner that by its terms affects such Defaulting Lender more adversely than Non-Defaulting Lenders, in each case of clauses (A), (B) and (C) without the consent of such Defaulting Lender and (ii) the Administrative Agent shall be authorized, and shall have the right to, use any bankruptcy and all payments due to a Defaulting Lender from the Loan Parties, whether on account of outstanding Loans, interest, fees or insolvency proceeding (such Lender is referred otherwise, to herein the remaining Non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Defaulting Lender”)result of application of such payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, Agent mayand (iii) at the option of the Administrative Agent, but shall not be required to, retain payments that would otherwise be made any amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) may, in lieu of being distributed to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand be retained by the other party, pay such amount together with interest on such amount at Administrative Agent as cash collateral for future funding obligations of the Federal Funds Rate. The failure of any Defaulting Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Committed Loan or payment existing or future participating interest in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Swing Line Loan or payment in respect Letter of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by BorrowersCredit.

Defaulting Lender. If Anything contained herein to the contrary notwithstanding, in the event that any Lender shall, at (any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred being a "DEFAULTING LENDER") defaults (a "FUNDING DEFAULT") in its obligation to herein fund its participation in any Letter of Credit (a "DEFAULTED PARTICIPATION") or to fund any Revolving Loan (a "DEFAULTED LOAN") in accordance with the terms of this Agreement, then (i) during any Default Period (as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments defined below) with respect to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Defaulting Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely deemed a "Lender" for purposes of voting on any matters (including the granting of any consents or consenting to matters waivers) with respect to any of the Credit DocumentsDocuments (provided, Collateral or any Obligations and determining a however, that nothing in this clause (i) shall be construed as permitting, without the consent of the relevant Defaulting Lender’s share , a reduction in the principal amount of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure 's funded Revolving Loans or other outstanding funded Obligations, an increase in the amount of its defaults hereundersuch Lender's Revolving Loan Commitment or Letter of Credit Commitment or participation in any Letters of Credit, a reduction or postponement of the due date of any amount funded by such Defaulting Lender and payable in respect of any Letter of Credit, an extension of the expiration date of any Letter of Credit beyond the Maturity Date, or an extension of the Maturity Date), (ii) to the extent permitted by applicable law, until such time as the Default Excess (as defined below) with respect to such Defaulting Lender shall have been reduced to zero, any payment of amounts with respect to the Revolving Loans and any payment or reimbursement of amounts with respect to a drawing under a Letter of Credit shall be applied first, to amounts funded by Administrative Agent, Issuing Lender or other Lenders (together with unpaid interest accrued thereon) in lieu of such amounts required to be funded by Defaulting Lenders and second, to the Revolving Loans or Letter of Credit participations, as the case may be, of other Lenders (other than any other Defaulting Lenders) as if such Defaulting Lender (and any other Defaulting Lenders) had no Revolving Loans outstanding and the Credit Exposure of such Defaulting Lender were zero, (iii) such Defaulting Lender's Commitments, Revolving Loans and Pro Rata Share with respect thereto shall be excluded for purposes of calculating the commitment fee in respect of any day during any Default Period with respect to such Defaulting Lender, such Defaulting Lender's Commitments, Revolving Loans and Pro Rata Shares with respect thereto shall be excluded for purposes of calculating the letter of credit fees under subsection 3.2 in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be deemed entitled to be a “receive any such commitment fee or letter of credit fee with respect to such Defaulting Lender” 's Commitments in respect of any Default Period with respect to such Defaulting Lender, and such Lender’s Commitment (iv) the Credit Utilization as at any date of determination shall be deemed to be zero (0). The provisions calculated as if such Defaulting Lender had funded all Defaulted Loans of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowerssuch Defaulting Lender.

Defaulting Lender. (i) If any Lender shallis a Defaulting Lender, then the Borrower, at its sole expense may, upon notice to such Lender and the Administrative Agent, require such Lender subject to this Section 2.12(E) to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement and under the Advances, and Commitments of the Lender being replaced hereunder to an assignee that shall assume all those rights and obligations; provided, however, that (x) such assignment shall not conflict with any timelaw, rule or regulation or order of any court or other Governmental Authority having valid jurisdiction, (ay) fail the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed and (z) the Borrower or such assignee shall have paid to make any the replaced Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is on the subject outstanding Advances of any bankruptcy or insolvency proceeding (such Lender is referred plus all fees and other amounts accrued for the account of such Xxxxxx hereunder with respect thereto. A Lender subject to herein as a “Defaulting Lender”), Agent may, but this Section 2.12(E) shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment such assignment and delegation if prior to any such assignment and delegation the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that (a) an assignment required pursuant to this Section 2.12(E) may be effected pursuant to an Assignment Agreement and (b) the Lender required to make such assignment need not be a party to such Assignment Agreement in respect of an LC Obligation order for such assignment to be made by such Lender on the date of any borrowing. Solely as among the Lenders effective and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have consented to and be zero (0)bound by the terms thereof; provided that, following the effectiveness of any such Assignment Agreement, the other parties to such Assignment Agreement agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further, that any such documents shall be without recourse to or warranty by the parties thereto. The provisions of this Section 2.16 shall be solely for the benefit of Administrative Agent and Lenders and may not be enforced by Borrowerseach Lender hereby agree to cooperate with the Borrower to effectuate the assignment of any Defaulting Xxxxxx’s interest hereunder.

Defaulting Lender. If any and to the extent that a Lender shallis a Defaulting Lender, at any time, (a) fail Borrowers and Defaulting Lender severally agree to make any payment repay to Agent or Regions that is forthwith on demand such amount required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to paid by such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Agent (i) in the case of a Defaulting Lender at the Federal Funds Rate. The failure Rate and (ii) in the case of any Lender Borrowers, at the rate of interest applicable to fund its portion of any such Revolving Loan or payment in respect of an LC Obligation Loan; provided, that Borrowers’ obligation to repay such advance to Agent shall not relieve any other such Defaulting Lender of its obligationliability to Agent for failure to settle as provided in this Agreement. Agent shall not be obligated to transfer to any Defaulting Lender any payments (including any principal, if anyinterest, fees or other amounts) made by, or on behalf of, Borrowers to fund its portion Agent for the Defaulting Lender’s benefit; nor will a Defaulting Lender be entitled to the sharing of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no any payments hereunder. Amounts payable to a Defaulting Lender shall instead be responsible paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to Borrowers the amount of all such payments received or retained by it for the failure account of such Defaulting Lender. Any amounts so re-lent to Borrowers shall bear interest at the rate applicable to Daily LIBOR Rate Loans and for all other purposes of this Agreement shall be treated as if they were Revolving Loans. In addition, Agent may elect, in its discretion, on any other Lender one or more occasions to continue to make any Loan or payment in respect Interim Advances out of an LC Obligation Agent’s own funds on behalf of such Defaulting Lender, and such Defaulting Lender will unconditionally be obligated to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely pay its Pro Rata Share thereof; provided, however, that for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations Loan Documents and determining a Defaulting Lender’s share of paymentsPro Rata Shares, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed not to be a “Lender” ”, and each of such Defaulting Lender’s Commitment and the unpaid principal balance of the Loans owing to such Defaulting Lender shall be deemed to be zero (0-0-). Until a Defaulting Lender cures its failure to fund its Pro Rata Share of any Loan, the Unused Line Fee shall accrue in favor of Lenders which have funded their respective Pro Rata Shares of such requested Loan and shall be allocated among such performing Lenders ratably based upon their relative Commitments. This Section shall remain effective with respect to such Lender until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement. The provisions terms of this Section 2.16 shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by any Borrower of its duties and obligations hereunder or under any of the other Loan Documents. Until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement, Borrowers, so long as no Event of Default then exists, may: (A) request Agent to use reasonable efforts to identify a replacement Lender or financial institution satisfactory to Borrowers to acquire and assume all or a ratable part of all of such Defaulting Lender’s Loans and Commitments (a “Replacement Lender”), provided that Agent will have no duty to undertake a formal syndication or any underwriting obligations of any nature with respect to any proposed Replacement Lender requested by Borrowers; (B) request one or more of the other Lenders to acquire and assume all or part of such Defaulting Lender’s Loans and Commitment; or (C) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (A) or (C) shall be solely for subject to the benefit prior consent of Agent Agent. Borrowers and Lenders further acknowledge that Agent assumes no responsibility for ensuring that Agent will be able to locate any Replacement Lender or that any Person designated as a Replacement Lender becomes a Lender under this Agreement. If Agent gives notice to such Defaulting Lender that a Replacement Lender has been obtained, then such Defaulting Lender must immediately sell all of such Defaulting Lender’s Pro Rata Share of the Loans and may not be enforced Commitment for an amount equal to the unpaid principal balance of the Loans held by Borrowerssuch Defaulting Lender plus all accrued interest and fees then due to such Defaulting Lender as set forth in this Agreement.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions Fleet that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”)hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting defaulting Lender hereunder and apply such payments to such Defaulting defaulting Lender’s 's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Revolver Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingBorrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Loan Documents, Collateral or any Obligations and determining a Defaulting defaulting Lender’s 's Pro Rata share of payments, fees payments and proceeds of Collateral pending such Defaulting defaulting Lender’s 's cure of its defaults hereunder, a Defaulting defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s 's Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 3.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by BorrowersBorrower.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender and so long as no Default exists at such time, the Borrower, at any timethe Borrower’s election may elect to terminate such Defaulting Lender’s Revolving Commitment hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment, (aB) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder in such Lender’s capacity as a Revolving Lender under this Agreement and apply under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such payments Defaulting Lender, accrued commitment fees (subject to Section 2.7(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.10 as result of such payment of Revolving Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure, (C) a Defaulting Lender’s Revolving Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, and in such orderthe Borrower has elected, as Agent may elect in its sole discretionor is then electing, to terminate the Revolving Commitments of all then existing Defaulting Lenders. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) above, (A) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “Revolving Lender” hereunder for all purposes except that such Revolving Lender’s rights as among the Lenders a Revolving Lender under Sections 2.11, 2.13, 8.5 and solely for purposes of voting or consenting to matters 9.2 and such Revolving Lender’s obligations under Section 8.5 and all other provisions in this Agreement which expressly survive, in each case, shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (B) such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Revolving Commitment shall be deemed to be zero terminated, and (0). The provisions of this Section 2.16 C) such Defaulting Lender shall be solely relieved of its obligations hereunder as a “Revolving Lender” other than as described in clause (A) above. Notwithstanding anything herein to the contrary, the termination of commitments, rights and obligations provided for the benefit of Agent in this clause (iii) shall not affect rights and Lenders and obligations that a Lender may not be enforced by Borrowershave in its capacity as a Term Lender.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to the applicable Agent or Regions Bank of America or Bank of America-Canada Branch that is required hereunder or fails otherwise to perform its obligations under any Credit Documentshereunder, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), applicable Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting defaulting Lender hereunder and apply such payments to such Defaulting defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as the applicable Agent may elect in its sole discretion. With respect to the payment of any funds from the applicable Agent to a Lender or from a Lender to the applicable Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate, with respect to payment owing to or from a U.S. Revolver Lender or the Canadian Prime Rate, with respect to payments owing to or from a Canadian Revolver Lender. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC a L/C Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC a L/C Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC a L/C Obligation to be made by such Lender on the date of any borrowingBorrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations (other than matters described in Section 13.9.1(c)) and determining a Defaulting defaulting Lender’s Pro Rata share of payments, fees payments and proceeds of Collateral pending such Defaulting defaulting Lender’s cure of its defaults hereunder, a Defaulting defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 4.2 shall be solely for the benefit of Administrative Agent, Canadian Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, may elect to terminate such Defaulting Lender’s Revolving Commitment hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment, (aB) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder in such Lender’s capacity as a Lender under this Agreement and apply under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such payments Defaulting Lender, accrued Commitment Fees (subject to the proviso Section 2.7(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.10 as result of such payment of such Revolving Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Dollar Equivalent of the Letter of Credit Exposure (after giving effect to any reallocation pursuant to Section 2.16), and (C) a Defaulting Lender’s Revolving Commitment may be terminated by the Borrower under this Section 2.1(c)(ii) if and only if at such time, (x) the Borrower has elected, or is then electing, to terminate the Revolving Commitments of all then existing Defaulting Lenders and in such order, as Agent may elect in its sole discretion(y) no Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Revolving Commitment pursuant to this clause (ii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.11, 2.13, 8.5 and solely for purposes of voting or consenting to matters 9.2 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (2) such Defaulting Lender’s cure of its defaults hereunderRevolving Commitment shall be deemed terminated, a and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Lender” except as to its obligations under Section 8.5 and Section 9.2(d) which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, the Swing Line Lender” and , Issuing Lenders or any Lender may have against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions BofA that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”)hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting defaulting Lender hereunder and apply such payments to such Defaulting defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingBorrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to matters amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to any of the Credit Documents, Collateral or any Obligations Obligations, and (ii) determining a Defaulting defaulting Lender’s share of payments, fees payments and proceeds of Collateral pending such Defaulting defaulting Lender’s cure of its defaults hereunder, a Defaulting defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to abide by its payment and/or funding obligations under this Agreement, including, without limitation, its obligation to make any payment available to Agent its Revolving Line Commitment Percentage of any Advances, expenses or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, setoff and such failure is not cured within one two (12) Business Day, or (b) is the subject days of any bankruptcy or insolvency proceeding receipt from Agent of written notice thereof (such Lender is referred to herein as a “Defaulting Lender”), Agent maythen, but shall in addition to the rights and remedies that may be available to the other Lenders, Borrower or any other party at law or in equity, and not be required at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal (except that a Defaulting Lender shall retain its rights with respect to the matters in Section 13.7 (i), (ii) and (iii)), and (ii) a Defaulting Lender shall be deemed to have assigned any and all payments that would otherwise be made due to it from Borrower, whether on account of outstanding Advances, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments, Lenders’ respective Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of Agent, any amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Advance. The Defaulting Lender’s defaulted obligations hereunder, at such time, decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove and in such order, as Agent may elect in its sole discretion. With respect to Section 10.10(d) below shall be restored only upon the payment by the Defaulting Lender of its Commitment Percentage of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment rate set forth in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on Section 2.5(g) hereof from the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on when originally due until the date of upon which any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, (a) fail In addition to the rights and remedies that may be available under this Agreement or applicable law, if at any time a Lender is a Defaulting Lender such Defaulting Lender’s right to collect Unused Commitment Fees and Letter of Credit Fees or to participate in the administration of the Loans, this Agreement and the other Transaction Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Required Lenders, shall be suspended while such Lender remains a Defaulting Lender; provided, however, that the Revolving Credit Commitment of such Lender may not be increased and the period of such Revolving Credit Commitment may not be extended without such Lender’s consent. If a Lender is a Defaulting Lender because it has failed to make any timely payment to the Agent of any amount required to be paid to the Agent hereunder, in addition to other rights and remedies which the Agent or Regions that the Borrower may have, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is required hereunder made at the Fed Funds Rate, (ii) to withhold or fails setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made payable to such Defaulting Lender hereunder under this Agreement or any other Transaction Document until such defaulted payment and apply related interest has been paid in full and such payments default no longer exists and (iii) to bring an action or suit against such Defaulting Lender’s Lender in a court of competent jurisdiction to recover the defaulted obligations hereunder, at such time, amount and in such order, as Agent may elect in its sole discretionany related interest. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand Any amounts received by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment Agent in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender Loans shall not be deemed paid to be a “Lender” such Defaulting Lender and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for held uninvested by the benefit of Agent and Lenders and may not be enforced by Borrowerseither applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the default of such Defaulting Lender being cured.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to abide by its payment and/or funding obligations under this Agreement, including, without limitation, its obligation to make any payment available to Agent its Revolving Line Commitment Percentage of any Advances and/or its Term Loan Commitment Percentage of any Term Loan Advance, expenses or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, setoff and such failure is not cured within one two (12) Business Day, or (b) is the subject days of any bankruptcy or insolvency proceeding receipt from Agent of written notice thereof (such Lender is referred to herein as a “Defaulting Lender”), Agent maythen, but shall in addition to the rights and remedies that may be available to the other Lenders, Borrower or any other party at law or in equity, and not be required at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, retain the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Defaulting Lender shall be deemed to have assigned any and all payments that would otherwise be made due to it from Borrower, whether on account of outstanding Advances, Term Loan Advances, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments, Lenders’ respective Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of Agent, any amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Advance and/or Term Loan Advance. The Defaulting Lender’s defaulted obligations hereunder, at such time, decision-making and participation rights and rights to payments as set forth in such order, as Agent may elect in its sole discretion. With respect to clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Commitment Percentage of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment rate set forth in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on Section 2.5(g) hereof from the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on when originally due until the date of upon which any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Applicable Borrower, at any timesuch Borrower’s election, may elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (A) such termination must be of all of the Defaulting Lender’s Commitments, (aB) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but Applicable Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Applicable Borrower to such Defaulting Lender hereunder in such Lender’s capacity as a Lender under this Agreement and apply under the other Credit Documents (including principal of and interest on the Advances owed to such payments Defaulting Lender, accrued Commitment Fees (subject to Section 2.18(a)(iii)), and letter of credit fees (subject to Section 2.18(a)(iii) but specifically excluding any amounts owing under Section 2.12 as result of such payment of such Advances) and shall deposit with the Applicable Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Dollar Equivalent of the Letter of Credit Exposure (including any such portion thereof that has been reallocated pursuant to Section 2.18), (C) a Defaulting Lender’s Commitments may be terminated by the Applicable Borrower under this Section 2.1(d) if and only if at such time, such Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders, and in (D) no Default has occurred and is continuing at the time of such order, as Agent may elect in its sole discretionelection and termination. With respect Upon written notice to the payment Defaulting Lender and Applicable Administrative Agent of any funds from Agent the Applicable Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Commitments pursuant to this clause (iii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Applicable Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Section 2.11, Section 2.13, Section 2.15, Section 8.3 and solely for purposes of voting or consenting to matters Section 9.1 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (2) such Defaulting Lender’s cure of its defaults hereunderCommitments shall be deemed terminated, a and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Lender” except as to its obligations under Section 8.3 and Section 9.1 and any other obligations that expressly survive, which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim by the Borrowers, the Administrative Agents, the Swingline Lender” and , Issuing Lenders or any Lender may have against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) fail If for any reason any Lender shall become a Defaulting Lender, then, in addition to make the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any payment to Agent other party at law or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documentsin equity, and not at limitation thereof, (i) subject to Section 10.01 only with respect to the increase or extension of such Lender’s Commitment, such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure is not cured within one or refusal, (1ii) Business Daya Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or (b) is otherwise, to the subject remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of any bankruptcy or insolvency proceeding (such Lender is referred to herein all outstanding Obligations until, as a “Defaulting Lender”)result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, Agent mayand (iii) at the option of the Administrative Agent, but shall not be required to, retain payments that would otherwise be made any further amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s defaulted obligations hereunder, at such time, decision-making and participation rights and rights to payments as set forth in such order, as Agent may elect in its sole discretion. With respect to clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment rate set forth in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on Section 2.14(b) hereof from the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on when originally due until the date of upon which any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Credit DocumentsCommitted Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the L/C Borrowings and such failure is not cured within one two (12) Business Daydays of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (bii) is a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the subject Loan Parties, whether on account of any bankruptcy outstanding Committed Loans, interest, fees or insolvency proceeding (such Lender is referred otherwise, to herein the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Defaulting Lender”)result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, Agent mayand (iii) at the option of the Administrative Agent, but shall not be required to, retain payments that would otherwise be made any amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Committed Loan or existing or future participating interest in any Letter of Credit. The Defaulting Lender’s defaulted obligations hereunder, at such time, decision-making and participation rights and rights to payments as set forth in such order, as Agent may elect in its sole discretion. With respect to clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment rate set forth in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on Section 2.14(b) hereof from the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on when originally due until the date of upon which any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made obligated to such transfer to a Defaulting Lender hereunder and apply any payments made by Borrowers to Agent for the Defaulting Lender’s benefit, and, in the absence of such transfer to the Defaulting Lender, Agent shall promptly transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Commitments (but only to the extent that such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand Advance was funded by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligationLenders) or, if anyso directed by Administrative Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender’s Advance was not funded by the other Lenders), retain the same to fund be re-advanced to Borrowers as if such Defaulting Lender had made Advances to applicable Borrowers. Subject to the foregoing, Agent may hold and, in its portion of Permitted Discretion, re-lend to the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible applicable Borrowers for the failure account of any other such Defaulting Lender to make any Loan or payment in respect the amount of an LC Obligation to be made all such payments received and retained by Agent for the account of such Lender on the date of any borrowingDefaulting Lender. Solely as among for the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit DocumentsLoan Documents and for calculating Unused Line Fees pursuant to Section 2.10(a), Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero zero. This Section shall remain effective with respect to such Lender until (0)x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent and Administrative Borrower shall have waived such Defaulting Lender’s default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The provisions operation of this Section 2.16 shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to Agent or to Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Administrative Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent and an Eligible Transferee. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be solely for deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the benefit outstanding Obligations (other than Bank Product Obligations) without any premium or penalty of Agent and Lenders and may any kind whatsoever; provided however, that any such assumption of the Commitment of such Defaulting Lender shall not be enforced by deemed to constitute a waiver of any of the Lender Groups’ or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

Defaulting Lender. If at any time a Lender is a Defaulting Lender, then, to the extent permitted by applicable law (and notwithstanding any other provision of this Agreement), (i) any payment of Reimbursement Obligations with respect to Letters of Credit (including through sharing of payments pursuant to Section 10.2, but excluding any payment pursuant to Section 2.3(b)) shall, if the Borrower so directs at any timethe time of making such payment, (a) fail be applied first to make any payment amounts owed to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and Lenders other than such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made as if the amount owed to such Defaulting Lender hereunder in respect of Reimbursement Obligations were zero, and apply such payments then to amounts owed to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending ; (ii) such Defaulting Lender’s cure Applicable Percentage of its defaults hereunderthe Letter of Credit Obligations shall be excluded for purposes of calculating Unused Fees pursuant to Section 2.8(a) in respect of each day on which such Lender is a Defaulting Lender, a and such Defaulting Lender shall not be deemed entitled to be a “Lender” receive any Unused Fees for any such day and (iii) such Defaulting Lender’s Commitment Applicable Percentage shall be deemed to be zero (0)for purposes of calculating Letter of Credit Fees pursuant to Section 2.8(b) in respect of each day on which such Lender is a Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Letter of Credit Fees for any such day. Any payment made pursuant to this Section shall be taken into account for purposes of calculating the Unused Fee and Letter of Credit Fee. The provisions of this Section 2.16 shall be solely for 2.8(c) do not limit, but are in addition to, any other claim or right that the benefit Borrower, the Administrative Agent, the Letter of Credit Agent and Lenders and or any other Lender may not be enforced by Borrowershave against a Defaulting Lender.

Defaulting Lender. If Anything contained herein to the contrary notwithstanding, in the event that any Lender shall, at (any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred being a "DEFAULTING LENDER") defaults (a "FUNDING DEFAULT") in its obligation to herein fund any Loan (a "DEFAULTED LOAN") in accordance with the terms of this Agreement, then (i) during any Default Period (as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments defined below) with respect to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Defaulting Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely deemed a "Lender" for purposes of voting on any matters (including the granting of any consents or consenting to matters waivers) with respect to any of the Credit DocumentsLoan Documents (provided, Collateral or any Obligations and determining a however, that nothing in this clause (i) shall be construed as permitting, without the consent of the relevant Defaulting Lender’s share , a reduction in the principal amount of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure 's funded Loans or other outstanding funded Obligations, an increase in the amount of its defaults hereundersuch Lender's Commitment, a or an extension of the Maturity Date), (ii) to the extent permitted by applicable law, until such time as the Default Excess (as defined below) with respect to such Defaulting Lender shall have been reduced to zero, any payment of amounts with respect to the Loans shall be applied first, to amounts funded by Administrative Agent or other Lenders (together with unpaid interest accrued thereon) in lieu of such amounts required to be funded by Defaulting Lenders and second, to the Loans of other Lenders (other than any other Defaulting Lenders) as if such Defaulting Lender (and any other Defaulting Lenders) had no Loans outstanding and the Loan Exposure of such Defaulting Lender were zero, (iii) such Defaulting Lender's Commitment, Loans and Pro Rata Share with respect thereto shall be excluded for purposes of calculating the commitment fee in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be deemed entitled to be a “receive any such commitment fee with respect to such Defaulting Lender” 's Commitments in respect of any Default Period with respect to such Defaulting Lender, and such Lender’s Commitment (iv) the Total Utilization of Commitments as at any date of determination shall be deemed to be zero (0). The provisions calculated as if such Defaulting Lender had funded all Defaulted Loans of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowerssuch Defaulting Lender.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, may elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Commitment, (aB) fail the Non-Defaulting Lenders shall each have the option to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is accept an assignment of the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”’s Commitment pursuant to Section 2.13 in lieu of a termination of Commitments pursuant to this Section 2.1(c)(ii), Agent may(C) to the extent that the Non-Defaulting Lenders do not take an assignment as provided in the immediately preceding clause (B), but the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder in such Defaulting Lender’s capacity as a Lender under this Agreement and apply under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such payments Defaulting Lender, accrued Commitment Fees (subject to Section 2.6(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.9 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure (but only to the extent such Letter of Credit Exposure that has not been reallocated pursuant to Section 2.14), and (C) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.1(c)(ii) if and only if at such time, and in such orderthe Borrower has elected, as Agent may elect in its sole discretionor is then electing, to terminate the Commitments of all then existing Defaulting Lenders. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Commitment pursuant to this clause (iii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.10, 2.12, 8.5 and solely for purposes of voting or consenting to matters 9.2 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “Lender”, Collateral or any Obligations and determining a Defaulting Lender’s share of paymentsas applicable, fees and proceeds of Collateral pending hereunder, (2) such Defaulting Lender’s cure of its defaults hereunderCommitment shall be deemed terminated, a and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Lender” except as to its obligations under Section 8.5 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender”, as applicable, hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim that Borrower, the Administrative Agent, the Swing Line Lender” , any Issuing Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, the Non-Defaulting Lenders’ option to take an assignment as provided in Section 2.1(c)(ii)(B) may be exercised by a Non-Defaulting Lender in its sole and absolute discretion and nothing contained herein shall obligate any Non-Defaulting Lender to take any such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersassignment.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business DayDay after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (bii) is a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the subject Loan Parties, whether on account of any bankruptcy outstanding Loans, interest, fees or insolvency proceeding (such Lender is referred otherwise, to herein the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Defaulting Lender”)result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, Agent mayand (iii) at the option of the Administrative Agent, but shall not be required to, retain payments that would otherwise be made any amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s defaulted obligations hereunder, at such time, decision-making and participation rights and rights to payments as set forth in such order, as Agent may elect in its sole discretion. With respect to clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment rate set forth in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on Section 2.08(b) hereof from the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on when originally due until the date of upon which any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Daydays of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (bi) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunderright to participate in the administration of, at or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be 106 suspended during the pendency of such timefailure or refusal, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, (ii) a Defaulting Lender shall not be deemed to be have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Lender” result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Defaulting Lender’s Commitment decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be deemed restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to be zero (0). The provisions of this Section 2.16 shall be solely for which it is delinquent, together with interest thereon at the benefit of Agent and Lenders and may not be enforced by BorrowersDefault Rate from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, may elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (A) the Borrower must elect to terminate such Defaulting Lender’s entire Commitment, (aB) fail the Borrower shall pay to make any payment to the Administrative Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is all amounts owed by the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made Borrower to such Defaulting Lender hereunder in its capacity as a Lender under this Agreement and apply under the other Credit Documents (excluding any amounts owing under Section 2.10 as result of such payments payment) and shall, to the extent such Defaulting Lender’s ratable share of the Letter of Credit Exposure has not been, or has only partially been, reallocated pursuant to Section 2.16, deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to Section 2.16), (C) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.1(b)(ii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders and in (D) such order, as Agent may elect in its sole discretiontermination shall not be permitted if a Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and the Administrative Agent of any funds from Agent the Borrower’s election to a Lender or from a Lender to Agent, the party failing to make the full payment when due terminate such Defaulting Lender’s Commitment pursuant to this clause (ii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.11, 2.13, 8.4 and solely for purposes of voting or consenting to matters 9.2 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (2) such Defaulting Lender’s cure of its defaults hereunder, a Commitment shall be deemed terminated in whole and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Lender” except as to its obligations under Section 8.4 with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, provided that any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, the Swing Line Lender” and , the Issuing Lender or any Lender against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, may elect to terminate such Defaulting Lender’s Revolving Commitment and Term Commitment; provided that (A) the Borrower must elect to terminate such Defaulting Lender’s entire Revolving Commitment and Term Commitment, if any, (aB) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder and apply such payments to in such Defaulting Lender’s defaulted obligations hereundercapacity as a Revolving Lender under this Agreement and under the other Credit Documents (excluding any amounts owing under Section 2.10 as result of such payment), (C) if any Term Commitment is being terminated pursuant to this clause (iii), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Lender’s capacity as a Term Lender under this Agreement and under the other Credit Documents (excluding any amounts owing under Section 2.10 as result of such payment), (D) a Defaulting Lender’s Revolving Commitment and Term Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments and in the Term Commitments of all then existing Defaulting Lenders, and (E) such order, as Agent may elect in its sole discretiontermination shall not be permitted if a Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and the Administrative Agent of any funds from Agent the Borrower’s election to a Lender or from a Lender to Agent, the party failing to make the full payment when due terminate such Defaulting Lender’s Revolving Commitment and Term Commitment pursuant to this clause (iii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clauses (B) and (C) above, (1) such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed cease to be a “Lender” and a “Revolving Lender” or a “Term Lender”, as applicable, hereunder for all purposes except that such Lender’s rights and obligations as a Lender under Sections 2.11, 2.13, 8.4 and 9.2 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be “Lender” hereunder, (2) such Defaulting Lender’s Revolving Commitment and Term Commitment shall be deemed terminated in whole, and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Lender” and a “Revolving Lender” or “Term Lender”, as applicable, except that its obligations under Section 8.4 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent a “Lender” and Lenders and may a “Revolving Lender” or “Term Lender”, as applicable, hereunder, provided that, any such termination will not be enforced by Borrowersdeemed to be a waiver or release of any claim that the Borrower, the Administrative Agent, the Swing Line Lender, or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, (x) prior to the Term Commitment Termination Date, any termination of a Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) must occur concurrently with a termination of such Defaulting Lender’s Term Commitments, and (y) if no Term Commitment is then being terminated pursuant to this clause (iii), the termination of commitments, rights and obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender.

Defaulting Lender. If any Lender shall(a) In the event that, at any one time, (ai) fail any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be required to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and other Loan Document to or for the account of such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent then the Borrower may, but so long as no Default shall not occur or be required tocontinuing at such time and to the fullest extent permitted by applicable law, retain payments that would set-off and otherwise be made apply the Obligation of the Borrower to make such payment to or for the account of such Defaulting Lender hereunder and apply such payments to against the Obligation of such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, make such Defaulted Advance. In the party failing event that the Borrower shall so set-off and otherwise apply the Obligation of the Borrower to make any such payment against the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay Obligation of such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Defaulting Lender 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 other Loan or payment in respect of Documents an LC Obligation to be made Advance by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed made on such date under the Facility pursuant to be a “Lender” and which such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.Defaulted

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall become a Defaulting Lender or shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including, without limitation, its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or Letter of Credit Documents, Exposure and such failure is not cured within one (1) Business DayDay after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, provided, that, (bA) is the subject Commitment of a Defaulting Lender may not be increased, (B) the Loans of a Defaulting Lender may not be reduced or forgiven and (C) the interest applicable to Obligations owing to a Defaulting Lender may not be reduced in such a manner that by its terms affects such Defaulting Lender more adversely than Non-Defaulting Lenders, in each case of clauses (A), (B) and (C) without the consent of such Defaulting Lender and (ii) the Administrative Agent shall be authorized, and shall have the right, to use any bankruptcy and all payments due to a Defaulting Lender from the Loan Parties, whether on account of outstanding Loans, interest, fees or insolvency proceeding (such Lender is referred to herein otherwise, for application to, and reduction of, the proportionate shares of all outstanding Obligations of the remaining Non-Defaulting Lenders until, as a “Defaulting Lender”)result of application of such payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, Agent mayand (iii) at the option of the Administrative Agent, but shall not be required to, retain payments that would otherwise be made any amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) may, in lieu of being distributed to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand be retained by the other party, pay such amount together with interest on such amount at Administrative Agent as cash collateral for future funding obligations of the Federal Funds Rate. The failure of any Defaulting Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Committed Loan or payment existing or future participating interest in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Swing Line Loan or payment in respect Letter of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by BorrowersCredit.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions BofA that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”)hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting defaulting Lender hereunder and apply such payments to such Defaulting defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingBorrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Loan Documents, Collateral or any Obligations and determining a Defaulting defaulting Lender’s share of payments, fees payments and proceeds of Collateral pending such Defaulting defaulting Lender’s cure of its defaults hereunder, a Defaulting defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall become a Defaulting Lender or shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Daydays of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, (bii) is a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the subject Loan Parties, whether on account of any bankruptcy outstanding Loans, interest, fees or insolvency proceeding (such Lender is referred otherwise, to herein the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Defaulting Lender”)result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, Agent mayand (iii) at the option of the Administrative Agent, but shall not be required to, retain payments that would otherwise be made any amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s defaulted obligations hereunderdecision-making and participation rights and rights to payments as set forth in clauses (i), at such time, (ii) and in such order, as Agent may elect in its sole discretion. With respect to (iii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Default Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If In the event that any Lender shall, at any time, (a) fail fails to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform fund its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject Pro ------------------ Rata Share of any bankruptcy Advance requested or insolvency proceeding (deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance being hereinafter referred to herein as a “Defaulting Lender”"NON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent may, but shall not by the Borrower and otherwise required to be required to, retain payments that would otherwise be made applied to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment 's share of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due all other Obligations pursuant to the terms hereof shall, upon demand of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other party, pay Obligations. Notwithstanding anything in this Agreement to the contrary: (i) the foregoing provisions of this Section 9.2 shall apply only with ------------ respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.9; ------------ (ii) any such amount together with interest on such amount at the Federal Funds Rate. The Lender shall be deemed to have cured its failure of any Lender to fund its Pro Rata Share, of any Advance at such time as an amount equal to such Lender's original Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with ----------- respect thereto has been repaid, converted or continued; (iii) amounts advanced to the Borrower to cure, in full or in part, any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, such Lender's failure to fund its portion Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans; (iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro ----- Rata Loans, second, ratably to Floating Rate Loans other than those constituting ------ Non Pro Rata Loans or Cure Loans and, third, ratably to Floating Rate Loans ----- constituting Cure Loans; (v) for so long as and until the earlier of any such Lender's cure of the failure to fund its Pro Rata Share of any Advance and the termination of the Revolving Loan or payment in respect of an LC Obligation on Commitments, the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely term "Required Lenders" for purposes of voting or consenting this Agreement shall mean Lenders (excluding all Lenders whose failure to matters fund their respective Pro Rata Share of such Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Pro Rata Shares of such Lenders; and (vi) for so long as and until any such Lender's failure to fund its Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), such Lender --------------- shall not be entitled to any Facility Fees with respect to any its Revolving Loan Commitment, which Facility Fees shall accrue in favor of the Credit DocumentsLenders which have funded their respective Pro Rata Share of such requested Advance, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be solely for calculated based upon the benefit average amount by which the aggregate Revolving Loan Commitments of Agent and such performing Lenders and may not be enforced by Borrowers.exceeds the outstanding principal amount of the Loans owing to such performing Lenders. 9.3

Defaulting Lender. If any Lender shallis a Defaulting Lender, then the Borrower, at its sole expense may, upon notice to such Lender and the Administrative Agent, require such Lender subject to this Section 2.12(E) to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement and under the Advances, and Commitments of the Lender being replaced hereunder to an assignee that shall assume all those rights and obligations; provided, however, that (x) such assignment shall not conflict with any timelaw, rule or regulation or order of any court or other Governmental Authority having valid jurisdiction, (ay) fail the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed and (z) the Borrower or such assignee shall have paid to make any the replaced Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is on the subject outstanding Advances of any bankruptcy or insolvency proceeding (such Lender is referred plus all fees and other amounts accrued for the account of such Lender hereunder with respect thereto. A Lender subject to herein as a “Defaulting Lender”), Agent may, but this Section 2.12(E) shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment such assignment and delegation if prior to any such assignment and delegation the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that (a) an assignment required pursuant to this Section 2.12(E) may be effected pursuant to an assignment in respect substantially in the form of an LC Obligation Exhibit F hereto executed by the Borrower, the Administrative Agent and the assignee and (b) the Lender required to make such assignment need not be a party to such Assignment and Assumption in order for such assignment to be made by such Lender on the date of any borrowing. Solely as among the Lenders effective and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have consented to and be zero (0)bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further, that any such documents shall be without recourse to or warranty by the parties thereto. The provisions of this Section 2.16 shall be solely for the benefit of Administrative Agent and Lenders and may not be enforced by Borrowerseach Lender hereby agree to cooperate with the Borrower to effectuate the assignment of any Defaulting Lender’s interest hereunder.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Daydays of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (bi) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunderright to participate in the administration of, at or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such timefailure or refusal, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, (ii) a Defaulting Lender shall not be deemed to be have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Lender” result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Defaulting Lender’s Commitment decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be deemed restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Loans, any participation obligation, or expenses as to be zero (0). The provisions of this Section 2.16 shall be solely for which it is delinquent, together with interest thereon at a rate equal to the benefit of Agent and Lenders and may not be enforced by BorrowersFederal Funds Rate from time to time in effect from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If At any Lender shalltime that there shall exist a Defaulting Lender, at any time, on the first (a1st) fail to make any payment to Business Day following the date on which Borrower receives notice from the Administrative Agent or Regions that is required hereunder or fails otherwise any LC Issuer demanding the deposit of Cash Collateral pursuant to perform its obligations under any Credit Documentsthis paragraph, and the Borrower shall deposit in an account with the Administrative Agent for the benefit of the applicable LC Issuer, an amount in Dollars in cash equal to 100% of the total Fronting KE 84627654 Exposure of such failure is not cured within one (1LC Issuer as of such date. Each such deposit pursuant to this Section 2.2.10(b) Business Day, or (b) is shall be held by the subject Administrative Agent for the benefit of any bankruptcy or insolvency proceeding (such Lender is referred to herein the applicable LC Issuer as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such collateral for the Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender obligation to fund its portion of any Revolving Loan or payment participations in respect of an the Letters of Credit issued by such LC Obligation Issuer. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Borrower in Permitted Investments and at the risk and expense of the Borrower, such deposits shall not relieve any other Lender of its obligationbear interest. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such account shall be applied by the Administrative Agent (upon the direction of the Administrative Agent) to the satisfaction of the Defaulting Lender’s obligation to fund its portion of the Revolving Loan or payment participations in respect of an LC Obligation on the date Letters of BorrowingCredit (including, but no Lender shall be responsible for the failure of any other Lender as to make any Loan or payment in respect of an LC Obligation to be made Cash Collateral provided by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuer’s share Fronting Exposure shall no longer be required to be held as Cash Collateral following (i) the elimination of payments, fees and proceeds the applicable Fronting Exposure (including by the termination of Collateral pending Defaulting Lender status of the applicable DSR Lender or the provision by or on behalf of such Defaulting Lender’s cure Lender of its defaults hereunderCash Collateral pursuant to Section 2.6.6(d)), a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero or (0). The provisions of this Section 2.16 shall be solely for ii) the benefit of determination by the Administrative Agent and Lenders and may not be enforced by Borrowerseach LC Issuer that there exists excess Cash Collateral for such purpose.

Defaulting Lender. If Notwithstanding any provision of this Agreement to the contrary, if any Lender shallbecomes a Defaulting Lender, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (then for so long as such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made Lender any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and apply such payments including any amount that would otherwise be payable to such Defaulting Lender’s defaulted obligations hereunderLender pursuant to Section 9.07), at except for any amount payable to such timeDefaulting Lender by an Assignee pursuant to Section 2.17, and in such ordershall be applied as follows (a) first, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a amounts owing by such Defaulting Lender to Agentthe Administrative Agent hereunder, the party failing to make the full payment when due pursuant (b) second, to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, (c) third, as the Borrower may request (so long as no Event of Default exists), held in a deposit account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (d) fourth, pro rata, to the payment of any Revolving Loan amounts owing to the Borrower or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure Lenders as a result of any other Lender to make any Loan or payment in respect judgment of an LC Obligation to be made a court of competent jurisdiction obtained by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral Borrower or any Obligations and determining Lender against such Defaulting Lender as a Defaulting Lender’s share result of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure breach of its defaults hereunderobligations under this Agreement and (e) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. The rights and remedies against a Defaulting Lender shall not be deemed under this Section 2.18 are in addition to be a “other rights and remedies that the Borrower, the Administrative Agent and the non-Defaulting Lenders may have against such Defaulting Lender” and such Lender’s Commitment . The arrangements permitted or required by this Section 2.18 shall be deemed to be zero (0). The permitted under this Agreement, notwithstanding any limitation on Liens or the pro rata sharing provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersor otherwise.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timeits election, may elect to terminate such Defaulting Lender’s Revolving Commitment hereunder; provided that (A) such termination must be of all of the Defaulting Lender’s Revolving Commitments, (aB) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder in such Lender’s capacity as a Lender under this Agreement and apply under the other Credit Documents (including principal of and interest on the Advances owed to such payments Defaulting Lender, accrued Commitment Fees (subject to Section 2.15(a)(iii)), and letter of credit fees (subject to Section 2.15(a)(iii) but specifically excluding any amounts owing under Section 2.10 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure (including any such portion thereof that has been reallocated pursuant to Section 2.15), (C) a Defaulting Lender’s Commitments may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders, and in (D) no Default has occurred and is continuing at the time of such order, as Agent may elect in its sole discretionelection and termination. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Commitments pursuant to this clause (iii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Section 2.9, Section 2.11, Section 2.13, Section 8.3 and solely for purposes of voting or consenting to matters Section 9.1 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (2) such Defaulting Lender’s cure of its defaults hereunderCommitments shall be deemed terminated, a and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Lender” except as to its obligations under Section 8.3 and Section 9.1 and any other obligations that expressly survive, which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, Issuing Lender or any Lender may have against such Defaulting Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, Agent may (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to), in its discretion, retain any payments or other funds received by Agent that would otherwise are to be made provided to a Defaulting Lender hereunder, and may apply such funds to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunderobligations, at such time, and in such order, as Agent may elect in its sole discretion. With respect to or readvance the payment of any funds from Agent to a Borrower to which such Lender or from has issued a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together Facility Commitment in accordance with interest on such amount at the Federal Funds Ratethis Agreement. The failure of any Lender to fund its portion of a Loan, to make any Revolving Loan or payment in respect of an LC Obligation Obligations or to otherwise perform its obligations hereunder shall not relieve any other Lender of its obligationobligations, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but and no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made default by such Lender on the date of any borrowinganother Lender. Solely as among the Lenders and Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that, solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s right to vote on matters relating to the Loan Documents and to share of in payments, fees and Collateral proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunderthereunder, a Defaulting Lender shall not be deemed to be a “Lender” and shall not cease to be a “Defaulting Lender” until all its defaulted obligations have been cured; provided that (i) such Defaulting Lender’s Commitment shall may not be deemed increased or extended without its consent and (ii) the principal amount of, or interest or fees payable on, Loans or LC Obligations, subject to be zero (0). The provisions the first sentence of this Section 2.16 shall be solely for the benefit of Agent and Lenders and 4.2, may not be enforced by Borrowersreduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, may elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Commitment, (aB) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder in such Lender’s capacity as a Lender under this Agreement and apply under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such payments Defaulting Lender, accrued Commitment Fees (subject to Section 2.8), and letter of credit fees but specifically excluding any amounts owing under Section 2.11 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account Cash Collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure (including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.16), (C) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.1(b)(ii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders, and in (D) such order, as Agent may elect in its sole discretiontermination shall not be permitted if a Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Commitment pursuant to this clause (ii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.12, 2.14, 8.9 and solely for purposes of voting or consenting to matters 9.1 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (2) such Defaulting Lender’s cure of its defaults hereunderCommitment shall be deemed terminated, a and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Lender” except as to its obligations under Section 8.9 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim by Borrower, the Administrative Agent, the Swingline Lender” and , any Issuing Lender or any Lender may have against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shallExcept in the case of an assignment to a Revolving Credit Bank or an Affiliate of a Revolving Credit Bank or an assignment of the entire remaining amount of the assigning Revolving Credit Bank's Revolving Commitments, at any time, the amount of the Revolving Commitments or Revolving Loans of the assigning Revolving Credit Bank subject to each such assignment (adetermined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required toif an Event of Default has occurred and is continuing. Except in the case of an assignment to a Term Loan Bank or an Affiliate of a Term Loan Bank or an assignment of the entire remaining amount of the assigning Term Loan Bank's Term Loan Commitments, retain payments the amount of the Term Loan Commitments or Term Loans of the assigning Term Loan Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that would otherwise no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank's rights and obligations under this Agreement (provided that this clause shall not be construed to such Defaulting Lender hereunder prohibit the assignment of a proportionate part of the assigning Bank’s rights and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligationonly one Facility). The assignee, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender it shall not be deemed a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon execution and delivery (and acceptance and recording in the Register by the Administrative Agent) of such instrument and payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be a “Lender” Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such Lender’s Commitment instrument of assumption, and the transferor Bank shall be deemed released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be zero required. Upon the consummation of any assignment pursuant to this subsection (0c), the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note or Notes are issued to the Assignee. In connection with any such assignment (except for an assignment by a Bank to its Affiliate), the transferor Bank shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500. The provisions Assignee shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of this any United States federal income taxes in accordance with Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers8.4.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made obligated to such transfer to a Defaulting Lender hereunder and apply such any payments to such received by Agent for the Defaulting Lender’s defaulted obligations hereunderbenefit, at such time, and in such order, as Agent may elect in its sole discretion. With respect nor shall a Defaulting Lender be entitled to the payment sharing of any funds from Agent to a Lender payments hereunder (including any principal, interest or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment fees and whether in respect of an LC Obligation shall not relieve any other Lender of its obligationLoans, if any, to fund its portion of the Revolving Loan participation interests or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingotherwise). Solely as among the Lenders and solely for For purposes of voting or consenting to matters with respect to any of this Agreement and the Credit Documents, Collateral or any Obligations other Loan Documents and determining a Defaulting Lender’s share of paymentsPro Rata, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). At any time that there is a Defaulting Lender, payments received for application to the Obligations payable to Lenders (other than the Defaulting Lender) in accordance with the terms of this Agreement shall be distributed to such non-defaulting Lenders on a Pro Rata basis calculated after giving effect to the reduction of the Defaulting Lender’s Loan to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata share of the Defaulting Lender. To the extent that Agent elects to receive and retain such amounts, Agent may hold them and, in its reasonable discretion, relend such amounts to Borrowers. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Loans for the account of Agent in addition to the Loans that are made by Lenders, other than Defaulting Lenders, on a Pro Rata basis as calculated after giving effect to the reduction of the Defaulting Lender’s Commitment to zero (0) as provided herein but shall be repaid in the same order of priority as Protective Advances for purposes of Section 5.7.1 hereof, except as Agent may otherwise elect. Agent shall determine whether any Loans requested shall be made from relending such amounts or from Loans from Lenders other than the Defaulting Lenders and any allocation of requested Loans between them. The provisions rights of a Defaulting Lender shall be limited as provided herein until such time as the Defaulting Lender (a) has made all payments to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender, (b) has made any other payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Loans, which payments as to the principal amount of Loans shall be settled and funded based on the outstanding principal balance of the Loans on the date that Defaulting Lender makes all of the payments required to be made under Section 4.2(a) above or shall be settled and funded by such Lender at such other time thereafter as Agent may specify, and (c) is otherwise in compliance with the terms of this Agreement. Upon the making of such payment or payments by Defaulting Lender with respect to the event that is the basis for it having become a Defaulting Lender, such Lender shall (i) cease to be a Defaulting Lender, (ii) only be entitled to receive the payment of interest (and no other amounts) accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the account of Borrowers relating to the funds constituting Loans funded by such Lender prior to the date that such Lender became a Defaulting Lender (and not previously paid to such Lender), (iii) have its Commitment reinstated for all purposes and (iv) fund Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the operation of this Section 2.16 shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse (except as otherwise expressly provided herein with respect to such Defaulting Lender) the performance by any Borrower or Guarantor of its duties and obligations hereunder. During any period in which there is a Defaulting Lender with a Commitment, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit the Pro Rata share of each non-Defaulting Lender with a Commitment shall be solely for computed without giving effect to the benefit Commitment of Agent that Defaulting Lender, and such obligation to so acquire, refinance or fund participations in such Letters of Credit shall automatically be reallocated among the non-Defaulting Lenders and may with Commitments or Commitments, as applicable, upon such Defaulting Lender becoming a Defaulting Lender; provided, that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in such Letters of Credit shall not be enforced by Borrowersexceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Loans of that Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender with a Commitment arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Defaulting Lender. If Notwithstanding anything to the contrary contained herein, in the event that any Lender shall, at any time, (ax) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform has refused (which refusal constitutes a breach by such Lender of its obligations under any Credit Documents, and such failure is not cured within one (1this Agreement) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund available its portion of any Revolving Loan Advance or payment (y) notifies either Agent or Borrower that it does not intend to make available its portion of any Advance (if the actual refusal would constitute a breach by such Lender of its obligations under this Agreement) (each, a "Lender Default"), all rights and obligations hereunder of such Lender (a "Defaulting Lender") as to which a Lender Default is in effect and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.13 while such Lender Default remains in effect. Advances shall be incurred pro rata from Lenders that are not Defaulting Lenders (collectively, the "Non-Defaulting Lenders") based on their respective Commitment Percentages, and no Commitment Percentage of any Lender or any pro rata share of any Advances required to be advanced by any Lender shall be increased as a result of such Lender Default. Amounts received in respect of an LC Obligation principal of any type of Advances shall be applied to reduce the applicable Advances of each Lender pro rata based on the aggregate of the outstanding Advances of that type of all Lenders at the time of such application; provided that such amount shall not relieve be applied to any other Advances of a Defaulting Lender at any time when, and to the extent that, the aggregate amount of its obligation, if any, to fund its portion Advances of the Revolving Loan or payment in respect any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage of an LC Obligation on the date of Borrowing, but no all Advances then outstanding. A Defaulting Lender shall not be responsible for entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the failure other Loan Documents. All amendments, waivers and other modifications of any this Agreement and the other Lender to make any Loan or payment in respect of an LC Obligation to Documents may be made by such without regard to a Defaulting Lender on the date of any borrowing. Solely as among the Lenders and solely and, for purposes of voting or consenting to matters with respect to any the definition of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder"Required Lenders", a Defaulting Lender shall not be deemed not to be a “Lender” Lender and such Lender’s Commitment not to have Advances outstanding. Other than as expressly set forth in this Section 2.13, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.13 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the other Loan Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights that Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder. In the event that a Defaulting Lender retroactively cures, to the satisfaction of Agent, the breach that caused a Lender to become a Defaulting Lender, such Defaulting Lender shall no longer be zero (0). The provisions of this Section 2.16 a Defaulting Lender and shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowerstreated as a Non-Defaulting Lender under this Agreement.

Defaulting Lender. If Anything contained herein to the contrary notwithstanding, in the event that any Lender shallbecomes a Defaulting Lender, at any timethen, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Laws: (a) fail such Defaulting Lender’s right to make approve or disapprove any payment amendment, waiver or consent with respect to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or this Agreement shall be restricted as set forth in Section 12.5(b); (b) is until such time as the subject Defaulting Lender shall have fulfilled all of its obligations hereunder to fund Credit Extensions, (i) any voluntary prepayment of the Credit Extensions shall, if Agent so directs at the time of making such voluntary prepayment, be applied to the applicable Credit Extensions of other Lenders as if such Defaulting Lender had none of the applicable Credit Extensions outstanding, and (ii) any mandatory prepayment of the Credit Extensions shall, if Agent so directs at the time of making such mandatory prepayment, be applied to the Credit Extensions of other Lenders (but not to the Credit Extensions of such Defaulting Lender) as if such Defaulting Lender had funded all Credit Extensions that it failed to fund, it being understood and agreed that any portion of any bankruptcy or insolvency proceeding mandatory prepayment of the Credit Extensions that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (such b) shall be paid to the non-Defaulting Lenders on a ratable basis; (c) no Defaulting Lender shall be entitled to receive any unused commitment fee payable under Section 2.5 for any period during which that Lender is referred to herein as a “Defaulting Lender”), Agent may, but Lender (and Borrower shall not be required to, retain payments to pay any such fee that otherwise would otherwise be made have been required to such Defaulting Lender hereunder and apply such payments have been paid to such that Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.; and

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Daydays of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, (bi) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunderright to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, (ii) at such timethe Administrative Agent’s option, any and in such orderall payments otherwise payable to a Defaulting Lender from the Loan Parties, as whether on account of outstanding Loans, interest, fees or otherwise, may be held by the Administrative Agent may elect in its sole discretion. With respect and readvanced to the payment of any funds from Agent to a Borrowers, the Swing Line Lender or from a Lender to Agent, any Issuing Bank as the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share Applicable Percentage of payments, fees any Borrowing or required funding of a participation in Swing Line Loans or Letters of Credit and proceeds (iii) without limiting the provisions of Collateral pending such Defaulting Lender’s cure of its defaults hereunderclause (ii), a Defaulting Lender shall not be deemed to be have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Lender” result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Defaulting Lender’s Commitment decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iii) hereinabove shall be deemed restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to be zero (0). The provisions of this Section 2.16 shall be solely for which it is delinquent, together with interest thereon at the benefit of Agent and Lenders and may not be enforced by BorrowersDefault Rate from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If In the event that any Lender shallfails to fund its Pro ------------------ Rata Share of the Advance requested or deemed requested by the Borrower, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (which such Lender is obligated to fund under the terms of this Agreement (the funded portion of the Advance being hereinafter referred to herein as a “Defaulting Lender”"NON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent may, but shall not by the Borrower and otherwise required to be required to, retain payments that would otherwise be made applied to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment 's share of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due all other Obligations pursuant to the terms hereof shall, upon demand of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other party, pay Obligations. Notwithstanding anything in this Agreement to the contrary: (i) the foregoing provisions of this Section 9.2 shall apply only with ------------ respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.9; ------------ (ii) any such amount together with interest on such amount at the Federal Funds Rate. The Lender shall be deemed to have cured its failure of any Lender to fund its portion Pro Rata Share, of any Revolving Loan or payment in respect the Advance at such time as an amount equal to such Lender's original Pro Rata Share of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its the requested principal portion of the Revolving Loan or payment in respect of an LC Obligation on Advance is fully funded to the date of BorrowingBorrower, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be whether made by such Lender on itself or by operation of the date terms of this Section 9.2, and whether or not the Non Pro Rata Loan with ----------- respect thereto has been repaid, converted or continued; (iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of the Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans; (iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro ----- Rata Loans, second, ratably to Floating Rate Loans other than those constituting ------ Non Pro Rata Loans or Cure Loans and, third, ratably to Floating Rate Loans ----- constituting Cure Loans; (v) for so long as and until the earlier of any borrowing. Solely as among such Lender's cure of the Lenders failure to fund its Pro Rata Share of the Advance and solely the termination of the Commitments, the term "Required Lenders" for purposes of voting or consenting this Agreement shall mean Lenders (excluding all Lenders whose failure to matters fund their respective Pro Rata Share of the Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Pro Rata Shares of such Lenders; and (vi) for so long as and until any such Lender's failure to fund its Pro Rata Share of the Advance is cured in accordance with Section 9.2(ii), such Lender --------------- shall not be entitled to any Facility Fees with respect to any its Commitment, which Facility Fees shall accrue in favor of the Credit DocumentsLenders which have funded their respective Pro Rata Share of the Advance, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 allocated among such performing Lenders ratably based upon their relative Commitments or Loans, and shall be solely for calculated based upon the benefit average amount by which the aggregate Commitments of Agent and such performing Lenders and may not be enforced by Borrowers.exceeds the outstanding principal amount of the Loans owing to such performing Lenders. 9.3

Defaulting Lender. If for any reason any Lender shall, at any time, (a) shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement (as determined by Administrative Agent in its reasonable discretion, including without limitation its obligation to make available to Administrative Agent its pro rata share of any Credit DocumentsLoans, expenses or setoff (a "Defaulting Lender") and such failure is not cured within one ten (110) Business Daydays of receipt from Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, Borrower or any other party at law or in equity, and not at limitation thereof, (bi) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder's right to participate in the administration of, at or decision-making rights related to, the Loans, this Agreement or the other Loan Documents shall be suspended during the pendency of such timefailure or refusal, and in such order(ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from Borrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Loans until, as Agent may elect a result of application of such assigned payments Lender's respective pro rata shares of all outstanding Loans shall have returned to those in its sole discretion. With respect effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Defaulting Lender's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its pro rata share of any funds from Agent Loans or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the daily average Federal Funds RateEffective Rate from the date when originally due until the date upon which any such amounts are actually paid. The failure non-defaulting Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Defaulting Lender's Commitment to fund the Loans (a "Future Commitment"). Upon any such purchase of the pro rata share of any Lender to fund Defaulting Lender's Future Commitment, the Defaulting Lender's share in the Loans and its portion of any Revolving rights under the Loan or payment in Documents with respect of an LC Obligation thereto shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation terminate on the date of Borrowingpurchase, but no Lender shall be responsible for and the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed promptly execute all documents reasonably requested to be a “Lender” surrender and transfer such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.interest, including, if so requested, an Assignment and

Defaulting Lender. (i) If any Lender shallis a Defaulting Lender or a Non-Consenting Lender (Additional Managing Member), then the Borrower, at its sole expense may, upon notice to such Lender and the Administrative Agent, require such Lender subject to this Section 2.12(E) to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement and under the Advances, and Commitments of the Lender being replaced hereunder to an assignee that shall assume all those rights and obligations; provided, however, that (x) such assignment shall not conflict with any timelaw, rule or regulation or order of any court or other Governmental Authority having valid jurisdiction, (ay) fail the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed and (z) the Borrower or such assignee shall have paid to make any the replaced Xxxxxx in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is on the subject outstanding Advances of any bankruptcy or insolvency proceeding (such Lender is referred plus all fees and other amounts accrued for the account of such Lender hereunder with respect thereto. A Lender subject to herein as a “Defaulting Lender”), Agent may, but this Section 2.12(E) shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment such assignment and delegation if prior to any such assignment and delegation the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that (a) an assignment required pursuant to this Section 2.12(E) may be effected pursuant to an Assignment Agreement and (b) the Lender required to make such assignment need not be a party to such Assignment Agreement in respect of an LC Obligation order for such assignment to be made by such Lender on the date of any borrowing. Solely as among the Lenders effective and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have consented to and be zero (0)bound by the terms thereof; provided that, following the effectiveness of any such Assignment Agreement , the other parties to such Assignment Agreement agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further, that any such documents shall be without recourse to or warranty by the parties thereto. The provisions of this Section 2.16 shall be solely for the benefit of Administrative Agent and Lenders and may not be enforced by Borrowerseach Lender hereby agree to cooperate with the Borrower to effectuate the assignment of any Defaulting Xxxxxx’s interest hereunder.

Defaulting Lender. If Notwithstanding any provision of this Agreement to the contrary, if any Lender shallbecomes a Defaulting Lender, at any time, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) fail fees shall cease to make accrue on the Revolving Loan Commitment of such Defaulting Lender pursuant to Section 2.14(c)(i); (b) the Commitments, Loans and other Revolving Credit Obligations of such Defaulting Lender shall not be included in determining whether the Required Lenders or Required Revolving Lenders have taken or may take any payment action hereunder (including any consent to Agent any amendment, waiver or Regions other modification pursuant to Section 9.03); provided that is required hereunder this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or fails otherwise other modification requiring the consent of such Lender or each Lender affected thereby; (c) if any Swing Line Obligations or L/C Obligations exist at the time such Lender becomes a Defaulting Lender then: (i) all or any part of the Swing Line Obligations and L/C Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the Revolving Facility but only to perform its obligations under any the extent the sum of all non-Defaulting Lenders’ Revolving Credit DocumentsObligations plus such Defaulting Lender’s Swing Line Obligations and L/C Obligations does not exceed the total of all non-Defaulting Lenders’ Revolving Loan Commitments; (ii) if the reallocation described in clause (i) above cannot, and such failure is not cured or can only partially, be effected, the Borrower shall within one (1) Business DayDay following notice by the Administrative Agent (x) first, or prepay such Swing Line Obligations and (by) is second, cash collateralize for the subject benefit of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments each Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect L/C Obligations (after giving effect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due partial reallocation pursuant to clause (i) above) in accordance with the terms hereof shall, upon demand by procedures set forth in Section 3.11 for so long as such L/C Obligations are outstanding; (iii) if the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of Borrower cash collateralizes any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunderL/C Obligations pursuant to clause (ii) above, a Defaulting Lender the Borrower shall not be deemed required to be a “Lender” and pay any fees to such Defaulting Lender pursuant to Section 3.08 with respect to such Defaulting Lender’s Commitment L/C Obligations during the period such Defaulting Lender’s L/C Obligations are cash collateralized; (iv) if the L/C Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the fees payable to the Revolving Lenders pursuant to Section 3.08 shall be deemed adjusted in accordance with such non-Defaulting Lenders’ Pro Rata Shares of the Revolving Facility; and (v) if all or any portion of such Defaulting Lender’s L/C Obligations are neither reallocated nor cash collateralized pursuant to be zero clause (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.i) or (ii) above, then, without prejudice

Defaulting Lender. If any a Lender shall, at any time, (a) fail fails to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made obligated to such transfer to a Defaulting Lender hereunder and apply such any payments to such received by Agent for the Defaulting Lender’s defaulted obligations hereunderbenefit, at such time, and in such order, as Agent may elect in its sole discretion. With respect nor shall a Defaulting Lender be entitled to the payment sharing of any funds from Agent to a Lender payments hereunder (including any principal, interest or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment fees and whether in respect of an LC Obligation shall not relieve any other Lender of its obligationRevolving Loans, if any, to fund its portion of the Revolving Loan participation interests or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingotherwise). Solely as among the Lenders and solely for For purposes of voting or consenting to matters with respect to any of this Agreement and the Credit Documents, Collateral or any Obligations other Loan Documents and determining a Defaulting Lender’s share of paymentsPro Rata, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed not to be a “Lender” and such Lender’s Revolving Loan Commitment shall be deemed to be zero (0). At any time that there is a Defaulting Lender, payments received for application to the Obligations payable to Lenders (other than the Defaulting Lender) in accordance with the terms of this Agreement shall be distributed to such non-defaulting Lenders on a Pro Rata basis calculated after giving effect to the reduction of the Defaulting Lender’s Revolving Loan Commitment to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata share of the Defaulting Lender. To the extent that Agent elects to receive and retain such amounts, Agent may hold them and, in its reasonable discretion, relend such amounts to Borrowers. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Revolving Loans for the account of Agent in addition to the Revolving Loans that are made by the Lenders, other than Defaulting Lenders, on a Pro Rata basis as calculated after giving effect to the reduction of the Defaulting Lender’s Commitment to zero (0) as provided herein but shall be repaid in the same order of priority as Protective Advances for purposes of Section 5.6.1 hereof, except as Agent may otherwise elect. Agent shall determine whether any Revolving Loans requested shall be made from relending such amounts or from Revolving Loans from the Lenders other than the Defaulting Lenders and any allocation of requested Revolving Loans between them. The provisions rights of a Defaulting Lender shall be limited as provided herein until such time as the Defaulting Lender (a) has made all payments to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender, (b) has made any other payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Revolving Loans, which payments as to the principal amount of Revolving Loans shall be settled and funded based on the outstanding principal balance of the Revolving Loans on the date that Defaulting Lender makes all of the payments required to be made under Section 4.2(a) above or shall be settled and funded by such Lender at such other time thereafter as Agent may specify, and (c) is otherwise in compliance with the terms of this Agreement. Upon the making such payment or payments by Defaulting Lender with respect to the event that is the basis for it having become a Defaulting Lender, such Lender shall (i) cease to be a Defaulting Lender, (ii) only be entitled to receive the payment of interest (and no other amounts) accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the account of Borrowers relating to the funds constituting Loans funded by such Lender prior to the date that such Lender became a Defaulting Lender (and not previously paid to such Lender), (iii) have its Commitment reinstated for all purposes and (iv) fund Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the operation of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by Borrowersany Borrower or Guarantor of its duties and obligations hereunder.

Defaulting Lender. If any Lender shall, at any time, (a) fail If a Lender becomes a Defaulting Lender, then, in addition to make the rights and remedies that may be available to the other Lenders, Agent, the Borrowers or any payment other party at law or in equity, and not in limitation thereof, (i) such Defaulting Lender’s right to Agent participate in the administration of, or Regions decision-making rights related to, the Obligations in respect of Required Lender votes, this Agreement or the other Loan Documents shall be suspended for so long as such Lender remains a Defaulting Lender, (ii) such Defaulting Lender (on its own behalf and on behalf of any of its Affiliates that is required hereunder a Bank Product Provider) shall be deemed to have permanently (unless reinstated as set forth below) assigned, without further consideration, any and all payments due to it from the Borrowers, whether on account of outstanding Advances, interest, fees or fails otherwise otherwise, to perform its obligations under any Credit Documentsthe remaining non-Defaulting Lenders for application to, and such failure is not cured within one (1) Business Dayreduction of, or (b) is the subject their proportionate shares of any bankruptcy or insolvency proceeding (such Lender is referred to herein all outstanding Obligations until, as a “Defaulting Lender”)result of application of such assigned payments the Lenders’ respective Pro Rata Shares of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, Agent mayand (iii) at the option of the Agent, but shall not be required to, retain payments that would otherwise be made any amount payable to such Defaulting Lender (or to any Affiliate of such Defaulting Lender which is a Bank Product Provider) hereunder and apply such payments (whether on account of principal, interest, fees, Bank Products or otherwise) shall, in lieu of being distributed to such Defaulting Lender (or its Affiliate), be retained by the Agent as cash collateral for, and applied by the Agent to, defaulted and future funding obligations of the Defaulting Lender in respect of any Advance or existing or future participating interest in any Letter of Credit. The Defaulting Lender’s defaulted obligations hereunder(and its Affiliates) decision-making and participation rights and rights to payments as set forth in clauses (i), at such time, (ii) and in such order, as Agent may elect in its sole discretion. With respect to (iii) hereinabove shall be restored only upon (a) the payment by the Defaulting Lender of its Pro Rata Share of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on thereon at a rate equal to the Base Rate from time to time in effect from the date when originally due until the date upon which any such amount at amounts are actually paid and (b) receipt by the Federal Funds Rate. The failure Agent and the Borrowers of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other a certification by such Defaulting Lender of its obligation, if any, ability and intent to fund its portion comply with the provisions of the Revolving Loan or payment in respect this Agreement going forward. The operation of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender this section shall not be deemed construed to be a “increase or otherwise affect the Commitment of any non-Defaulting Lender” , or relieve or excuse the performance by Borrowers of their duties and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersobligations hereunder.

Defaulting Lender. If any Lender shallIn the event of a Defaulting Lender, the Borrower, at any timethe Borrower's election may elect to terminate such Defaulting Lender's Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender's entire Commitment, (aii) fail subject to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documentsthe set-off rights set forth in the immediately following sentence, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder under this Agreement and apply such payments under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender’s defaulted obligations hereunder, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender's ratable share of the Letter of Credit Exposure, including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.17(c)(i); (iii) a Defaulting Lender's Commitment may be terminated by the Borrower under this Section 2.04(e) if and only if at such time, and in such orderthe Borrower has elected, as Agent may elect in its sole discretionor is then electing, to terminate the Commitments of all then existing Defaulting Lenders. With respect to the payment amounts described in clause (ii) above which would be payable by the Borrower to the Defaulting Lender (but not including any deposits that the Borrower is required to make with respect to the Letter of Credit Exposure), the Borrower may set-off and apply any funds amounts owing from Agent to a such Defaulting Lender or from Affiliate thereof to the Borrower under any Hedge Contract against any such amounts payable to the Defaulting Lender. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower's election to terminate a Lender to Agent, the party failing to make the full payment when due Defaulting Lender's Commitment pursuant to this clause (c) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender on the date of any borrowing. Solely as among the Lenders shall cease to be a "Lender" hereunder for all purposes except that such Lender's rights under Sections 2.13, 2.14, and solely for purposes of voting or consenting to matters 9.07 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a "Lender" hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (B) such Defaulting Lender’s cure of its defaults hereunder's Commitment shall be deemed terminated, a and (C) such Defaulting Lender shall be relieved of its obligations hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim by Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower's election, may elect to terminate such Defaulting Lender's Commitment hereunder; provided that (A) such termination must be of the Defaulting Lender's entire Commitment, (aB) fail the Non-Defaulting Lenders shall each have the option to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is accept an assignment of the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”’s Commitment pursuant to Section 2.14 in lieu of a termination of Commitments pursuant to this Section 2.1(c)(ii), Agent may(C) to the extent that the Non-Defaulting Lenders do not take an assignment as provided in the immediately preceding clause (B), but the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder in such Defaulting Lender's capacity as a Lender under this Agreement and apply such payments under the other Credit Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued Commitment Fees (subject to Section 2.7(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.10 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender's ratable share of the Letter of Credit Exposure (including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.15), and (D) a Defaulting Lender’s defaulted obligations hereunder, Commitment may be terminated by the Borrower under this Section 2.1(c)(ii) if and only if at such time, and in such orderthe Borrower has elected, as Agent may elect in its sole discretionor is then electing, to terminate the Commitments of all then existing Defaulting Lenders. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower's election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender's Commitment pursuant to this clause (ii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a "Lender" hereunder for all purposes except that such Lender's rights and obligations as among the Lenders a Lender under Sections 2.11, 2.13, 8.5 and solely for purposes of voting or consenting to matters 9.2 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a "Lender" hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (2) such Defaulting Lender’s cure of its defaults hereunder's Commitment shall be deemed terminated, a and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a "Lender" except as to its obligations under Section 8.5 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a "Lender" hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim that Borrower, the Administrative Agent, any Issuing Lender or any Lender may have against such Defaulting Lender” . Notwithstanding anything herein to the contrary, the Non-Defaulting Lenders' option to take an assignment as provided in Section 2.1(c)(ii)(B) may be exercised by a Non-Defaulting Lender in its sole and absolute discretion and nothing contained herein shall obligate any Non-Defaulting Lender to take any such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersassignment.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, may elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Commitment, (aB) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder in such Lender’s capacity as a Lender under this Agreement and apply under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such payments Defaulting Lender, accrued Commitment Fees (subject to the proviso Section 2.7(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.10 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Dollar Equivalent of the Letter of Credit Exposure (including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.16), and (C) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.1(b)(ii) if and only if at such time, and in such orderthe Borrower has elected, as Agent may elect in its sole discretionor is then electing, to terminate the Commitments of all then existing Defaulting Lenders. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Commitment pursuant to this clause (ii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.11, 2.13, 8.5 and solely for purposes of voting or consenting to matters 9.2 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (2) such Defaulting Lender’s cure of its defaults hereunderCommitment shall be deemed terminated, a and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Lender” except as to its obligations Section 8.5 and Section 9.2(d) which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, the Swing Line Lenders, Issuing Lenders or any Lender may have against such Defaulting Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall become a Deteriorating Lender or shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business DayDay after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (bi) is the subject of any bankruptcy such Deteriorating Lender’s or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunderright to participate in the administration of, at or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such timefailure or refusal, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to (ii) a Deteriorating Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Deteriorating Lender or Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Deteriorating Lender or Defaulting Lender, be zero (0)retained by the Administrative Agent as cash collateral for future funding obligations of the Deteriorating Lender or Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The provisions of this Section 2.16 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.14(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall become a Defaulting Lender or shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans and such failure is not cured within one two (12) Business Daydays of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (bii) is a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the subject Loan Parties, whether on account of any bankruptcy outstanding Loans, interest, fees or insolvency proceeding (such Lender is referred otherwise, to herein the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Defaulting Lender”)result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, Agent mayand (iii) at the option of the Administrative Agent, but shall not be required to, retain payments that would otherwise be made any amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s defaulted obligations hereunderdecision-making and participation rights and rights to payments as set forth in clauses (i), at such time, (ii) and in such order, as Agent may elect in its sole discretion. With respect to (iii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on Default Rate from the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on when originally due until the date of upon which any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or LC Borrowings and such failure is not cured within one two (12) Business DayDays of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other 119 Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, (bi) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunderright to participate in the administration of, or decision- making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, except as otherwise expressly provided in Section 10.01, (ii) at such timethe Administrative Agent’s option, any and in such orderall payments otherwise payable to a Defaulting Lender from the Loan Parties, as whether on account of outstanding Loans, interest, fees or otherwise, may be held by the Administrative Agent may elect in its sole discretion. With respect and readvanced to the payment of any funds from Agent to a Borrowers, the Swing Line Lender or from a Lender to Agent, any LC Issuer as the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share Applicable Percentage of payments, fees any Borrowing or required funding of a participation in Swing Line Loans or Letters of Credit and proceeds (iii) without limiting the provisions of Collateral pending such Defaulting Lender’s cure of its defaults hereunderclause (ii), a Defaulting Lender shall not be deemed to be have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Lender” result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Defaulting Lender’s Commitment decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iii) hereinabove shall be deemed restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to be zero (0). The provisions of this Section 2.16 shall be solely for which it is delinquent, together with interest thereon at the benefit of Agent and Lenders and may not be enforced by BorrowersDefault Rate from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If Agent or Canadian Agent (as the case may be) shall not be obligated to transfer to a Defaulting Lender any Lender shallpayments made by either U.S. Borrowers or Bombay Canada (as the case may be), at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one Canadian Agent (1as the case may be) Business Day, or (b) is for the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”'s benefit, and, in the absence of such transfer to the Defaulting Lender, Agent or Canadian Agent (as the case may be) shall transfer any such payments to each other non-Defaulting Lender (either U.S. Lenders or Canadian Lenders, as the case may be) ratably in accordance with their Commitments (but only to the extent that such Defaulting Lender's Advance was funded by the other U.S. Lenders or Canadian Lenders, as the case may be) or, if so directed by Administrative Borrower or Bombay Canada (as the case may be) and if no Default or Event of Default had occurred and is continuing (and to the extent such Defaulting Lender's Advance was not funded by the other U.S. Lenders or Canadian Lenders, as the case may be), Agent mayretain the same to be re-advanced to either U.S. Borrowers or Bombay Canada, but shall not be required toas the case may be, retain payments that would otherwise be made to as if such Defaulting Lender hereunder and apply had made Advances to applicable Borrowers. Subject to the foregoing, Agent or Canadian Agent (as the case may be) may hold and, in its Permitted Discretion, re-lend to the applicable Borrowers for the account of such Defaulting Lender the amount of all such payments to received and retained by Agent or Canadian Agent (as the case may be) for the account of such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible Solely for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Loan Documents, Collateral such Defaulting Lender shall be deemed not to be a "Lender" and such Lender's Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or any Obligations shall have become immediately due and determining a payable, (y) the non-Defaulting Lender’s share of paymentsLenders, fees Agent, Canadian Agent and proceeds of Collateral pending Administrative Borrower or Bombay Canada shall have waived such Defaulting Lender’s cure 's default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent or Canadian Agent (as the case may be) all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its defaults duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to Agent, Canadian Agent or to Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Administrative Borrower or Bombay Canada (as the case may be) at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent or Canadian Agent (as the case may be). 49 In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations, but including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever; provided however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to be constitute a “Lender” and waiver of any of the Lender Groups' or Borrowers' rights or remedies against any such Lender’s Commitment shall be deemed Defaulting Lender arising out of or in relation to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowerssuch failure to fund.

Defaulting Lender. If any Lender shall, at any time, (a) fail If for any reason any Lender shall become a Defaulting Lender, then, in addition to make the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any payment to Agent other party at law or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documentsin equity, and not at limitation thereof, (i) subject to Section 10.01 only with respect to the increase or extension of such Lender’s Commitment, such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure is not cured within one or refusal, (1ii) Business Daya Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Term Loans, interest, fees or (b) is otherwise, to the subject remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of any bankruptcy or insolvency proceeding (such Lender is referred to herein all outstanding Obligations until, as a “Defaulting Lender”)result of application of such assigned payments the Lenders’ respective Pro Rata Shares of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, Agent mayand (iii) at the option of the Administrative Agent, but shall not be required to, retain payments that would otherwise be made any further amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Term Loan. The Defaulting Lender’s defaulted obligations hereunder, at such time, decision-making and participation rights and rights to payments as set forth in such order, as Agent may elect in its sole discretion. With respect to clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Pro Rata Share of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment rate set forth in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on Section 2.08 hereof from the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on when originally due until the date of upon which any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions Fleet that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”)hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting defaulting Lender hereunder and apply such payments to such Defaulting defaulting Lender’s 's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Revolver Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingBorrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Loan Documents, Collateral or any Obligations and determining a Defaulting defaulting Lender’s 's Pro Rata share of payments, fees payments and proceeds of Collateral pending such Defaulting defaulting Lender’s 's cure of its defaults hereunder, a Defaulting defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s 's Revolver Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 3.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by BorrowersBorrower.

Defaulting Lender. If At any time when a Revolving Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, may elect to terminate such Defaulting Lender’s Revolving Commitment hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment, (aB) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder in such Lender’s capacity as a Revolving Lender under this Agreement and apply under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such payments Defaulting Lender, accrued Commitment Fees (subject to the proviso Section 2.7(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.10 as result of such payment of such Revolving Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Dollar Equivalent of the Letter of Credit Exposure (including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.16), and (C) a Defaulting Lender’s Revolving Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, (x) the Borrower has elected, or is then electing, to terminate the Revolving Commitments of all then existing Defaulting Lenders and in such order, as Agent may elect in its sole discretion(y) no Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Revolving Commitment pursuant to this clause (ii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “Revolving Lender” hereunder for all purposes except that such Revolving Lender’s rights and obligations as among the Lenders a Revolving Lender under Sections 2.11, 2.13, 8.5 and solely for purposes of voting or consenting to matters 9.2 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (2) such Defaulting Lender’s cure of its defaults hereunderRevolving Commitment shall be deemed terminated, a and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Revolving Lender” except as to its obligations Section 8.5 and Section 9.2(d) which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, the Swing Line Lender” , Issuing Lenders or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, the termination of commitments, rights and such obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) fail Notwithstanding any provision of this Agreement to make the contrary, if any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit DocumentsLender becomes a Defaulting Lender, and such failure is not cured within one (1) Business Day, or (b) is then the subject of any bankruptcy or insolvency proceeding (following provisions shall apply for so long as such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall : (i) such Defaulting Lender will not be required toentitled to any fees accruing during such period pursuant to Section 2.10(a)(ii) (without prejudice to the rights of the Non‑Defaulting Lenders in respect of such fees); (ii) to the fullest extent permitted by applicable law, retain payments such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitment and the outstanding Loans of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such 29 amendment or waiver that would otherwise be made increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder and apply such payments hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender’s defaulted obligations , reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to alter the terms hereof shallof this proviso, upon demand by will require the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure consent of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure ; (iii) the Borrower may terminate the unused amount of its defaults hereunder, the Commitment of a Defaulting Lender shall upon not less than 15 Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof); provided that such termination will not be deemed to be a “waiver or release of any claim the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender” ; and (iv) the Borrower may, at its sole expense and effort, require such Defaulting Lender to assign and delegate its interests, rights and obligations under this Agreement pursuant to Section 9.04(e). (b) If the Borrower and the Administrative Agent agree in writing in their discretion that a Lender is no longer a Defaulting Lender, 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, such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such Revolving Credit Exposure of each Lender 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 Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Commitment shall be deemed to be zero (0)having been a Defaulting Lender. The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.2.15

Defaulting Lender. If any Lender shall(a) In the event that, at any one time, (ai) fail any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be required to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and other Loan Document to or for the account of such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent then the Borrower may, but so long as no Default shall not occur or be required tocontinuing at such time and to the fullest extent permitted by applicable law, retain payments that would set-off and otherwise be made apply the Obligation of the Borrower to make such payment to or for the account of such Defaulting Lender hereunder and apply such payments to against the Obligation of such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, make such Defaulted Advance. In the party failing event that the Borrower shall so set-off and otherwise apply the Obligation of the Borrower to make any such payment against the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay Obligation of such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Defaulting Lender 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 other Loan Documents an Advance by such Defaulting Lender made on such date under the Facility pursuant to which such Defaulted Advance was originally required to have been made pursuant to Section 2.01. Such Advance 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. The Borrower shall notify the Administrative Agent at any time the Borrower reduces the amount of the Obligation of the Borrower to make any payment otherwise required to be made by it hereunder or payment under any other Loan Document as a result of the exercise by the Borrower of its right set forth in respect this subsection (a) and shall set forth in such notice (A) the name of an LC Obligation the Defaulting Lender and the Defaulted Advance required to be made by such Defaulting Lender on and (B) the date amount set-off and otherwise applied in respect of any borrowingsuch Defaulted Advance pursuant to this subsection (a). Solely as among Any portion of such payment otherwise required to be made by the Lenders and solely Borrower to or for purposes the account of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunderLender which is paid by the Borrower, a Defaulting Lender shall not be deemed after giving effect to be a “Lender” the amount set-off and such Lender’s Commitment otherwise applied by the Borrower pursuant to this subsection (a), shall be deemed to be zero applied by the Administrative Agent as specified in subsection (0). The provisions b) or (c) of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers2.15.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to abide by its payment and/or funding obligations under this Agreement, including, without limitation, its obligation to make any payment available to Agent its Revolving Line Commitment Percentage of any Advances and/or its Term Loan Commitment Percentage of any Term Loan Advance, expenses or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, setoff and such failure is not cured within one two (12) Business Day, or (b) is the subject days of any bankruptcy or insolvency proceeding receipt from Agent of written notice thereof (such Lender is referred to herein as a “Defaulting Lender”), Agent maythen, but in addition to the rights and remedies that may be available to the other Lenders, Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to (including any voting or consent right), the Obligations, this Agreement or the other Loan Documents shall not be required suspended during the pendency of such failure or refusal, (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from Borrower, whether on account of outstanding Advances, Term Loan Advance, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, retain payments that would otherwise be made and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments, Lenders’ respective Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of Agent, any amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Advance and/or Term Loan Advance. The Defaulting Lender’s defaulted obligations hereunder, at such time, decision-making and participation rights (including any voting or consent rights) and rights to payments as set forth in such order, as Agent may elect in its sole discretion. With respect to clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Commitment Percentage of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment rate set forth in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on Section 2.5(g) hereof from the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on when originally due until the date of upon which any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, (a) fail Notwithstanding any provision of this Agreement to make the contrary, if for any payment reason any Lender shall become a Defaulting Lender, then, in addition to Agent the rights and remedies that may be available to the other Credit Parties, the Loan Parties or Regions that is required hereunder any other party at law or fails otherwise to perform its obligations under any Credit Documentsin equity, and not at limitation thereof, (%4) subject to Section 10.01, such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure is not cured within one or refusal, (1%4) Business Daya Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or (b) is otherwise, to the subject remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of any bankruptcy or insolvency proceeding (such Lender is referred to herein all outstanding Obligations until, as a “Defaulting Lender”)result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, Agent mayand (%4) at the option of the Administrative Agent, but shall not be required to, retain payments that would otherwise be made any further amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s defaulted obligations hereunder, at such time, decision-making and participation rights and rights to payments as set forth in such order, as Agent may elect in its sole discretion. With respect to clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment rate set forth in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on Section 2.08 hereof from the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on when originally due until the date of upon which any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Notwithstanding the provisions of Section 2.14 hereof, the Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain obligated to transfer to a Defaulting Lender any payments made by the Borrowers to the Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, the Agent shall transfer any such payments (i) first, to the Swing Line Lender to the extent of any Swing Line Loans that were made by the Swing Line Lender and that were required to be, but were not, paid by the Defaulting Lender, (ii) second, to the Issuing Bank, to the extent of the portion of a payment on account of Letters of Credit that was required to be, but was not, paid by the Defaulting Lender, (iii) third, to each Non-Defaulting Lender ratably in accordance with their Revolving Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of a Committed Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), (iv) to the Cash Collateral Account, the proceeds of which shall be retained by the Agent and may be made available to be re-advanced to or for the benefit of the Borrowers (upon the request of the Lead Borrower and subject to the conditions set forth in Section 4.02) as if such Defaulting Lender hereunder had made its portion of the Committed Revolving Loans (or other funding obligations) hereunder, and apply such payments (v) from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender’s defaulted obligations hereunder. Subject to the foregoing, at such time, and in such order, as the Agent may elect hold and, in its sole discretion. With respect , re-lend to the payment Borrowers for the account of any funds from Agent to a such Defaulting Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand amount of all such payments received and retained by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible Agent for the failure account of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingDefaulting Lender. Solely as among for the Lenders and solely for purposes of voting or consenting to matters with respect to any the Loan Documents (including the calculation of Applicable Percentages in connection therewith) and for the Credit Documentspurpose of calculating the fee payable under Section 2.09(a), Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed not to be a “Lender” and such Lender’s Revolving Commitment shall be deemed to be zero zero; provided, that the foregoing shall not apply to any of the matters governed by Section 10.01(a) through (0c). The provisions of this Section 2.16 9.16 shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, the Agent, the Issuing Bank, and the Borrowers shall have waived, in writing, the application of this Section 9.16 to such Defaulting Lender, or (z) the date on which such Defaulting Lender pays to the Agent all amounts owing by such Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by the Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by the Agent pursuant to Section 9.16(b) shall be solely for released to the benefit Borrowers). The operation of Agent and Lenders and may this Section 9.16 shall not be enforced construed to increase or otherwise affect the Revolving Commitment of any Revolving Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Agent, the Issuing Bank, the Swing Line Lender, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Borrowers, at their option, upon written notice to the Agent, to arrange for a substitute Revolving Lender to assume the Revolving Commitment of such Defaulting Lender, such substitute Revolving Lender to be reasonably acceptable to the Agent. In connection with the arrangement of such a substitute Revolving Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Assumption in favor of the substitute Revolving Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than any Other Liabilities, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Applicable Percentage of its participation in the Letters of Credit); provided, that any such assumption of the Revolving Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Credit Parties’ or the Loan Parties’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 9.16 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 9.16 shall control and govern.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Parent, at any timethe Parent’s election, may elect to reduce or terminate such Defaulting Lender’s Commitment hereunder; provided that (i) the Parent must elect to either terminate such Defaulting Lender’s entire Commitment or terminate such Defaulting Lender’s entire unused Commitment, (aii) fail if the Parent elects to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and terminate such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”)’s entire Commitment, the applicable Borrower shall pay to the Administrative Agent may, but shall not be required to, retain payments that would otherwise be made all amounts owed by it in respect of such terminated Commitment amount to such Defaulting Lender hereunder in its capacity as a Lender under this Agreement and apply under the other Loan Documents and shall, to the extent such payments Defaulting Lender’s ratable share of the LC Exposure has not been, or has only partially been, reallocated pursuant to Section 2.21, deposit into the Cash Collateral Account Cash Collateral in the amount equal to 102% of the Fronting Exposure attributable to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in (iii) such order, as Agent may elect in its sole discretiontermination shall not be permitted if an Event of Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and the Administrative Agent of any funds from Agent the Parent’s election to a Lender or from a Lender to Agent, the party failing to make the full payment when due terminate such Defaulting Lender’s entire Commitment pursuant to this clause (c) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, amounts (if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation ) required to be made by the Borrowers under clause (ii) above, (A) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.15, 2.17, 8.06 and solely for purposes of voting or consenting to matters 9.03 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (B) such Defaulting Lender’s cure of its defaults hereunder, a Commitment shall be deemed terminated in whole and (C) such Defaulting Lender shall be relieved of its obligations hereunder as a “Lender” except pursuant to surviving obligations (including Sections 2.17 and 9.12 and as to its indemnification obligations under Article VIII with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder), provided that any such termination will not be deemed to be a “waiver or release of any claim by the Borrowers, the Administrative Agent, the Swingline Lender” and , any Issuing Bank or any Lender against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall(A) Notwithstanding the provisions of Section 2.14 hereof, at any time, (a) fail to make any payment to the Administrative Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain obligated to transfer to a Defaulting Lender any payments made by the Borrowers to the Administrative Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, the Administrative Agent shall transfer any such payments (i) first, to the Swing Line Lender to the extent of any Swing Line Loans that were made by the Swing Line Lender and that were required to such be, but were not, paid by the Defaulting Lender, (ii) second, to 105 the L/C Issuer, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (iii) third, to each Non-Defaulting Lender hereunder and apply such payments ratably in accordance with their Revolving Commitments (but, in each case, only to the extent that such Defaulting Lender’s defaulted obligations hereunderportion of a Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), at such time, and in such order, as Agent may elect in its sole discretion. With respect (iv) to the payment of any funds from Agent to a Lender or from a Lender to AgentCash Collateral Account, the party failing proceeds of which shall be retained by the Administrative Agent and may be made available to make be re-advanced to or for the full payment when due pursuant benefit of the Borrowers (upon the request of the Lead Borrower and subject to the terms hereof shall, upon demand by the other party, pay conditions set forth in Section 4.02) as if such amount together with interest on such amount at the Federal Funds Rate. The failure of any Defaulting Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund had made its portion of the Revolving Loan Loans (or payment other funding obligations) hereunder, and (v) from and after the date on which all other Obligations in respect of an LC Obligation on the date Revolving Loans, Swing Line Loans and Letters of BorrowingCredit have been paid in full, but no Lender shall be responsible to such Defaulting Lender. Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrowers for the failure account of any other such Defaulting Lender to make any Loan or payment in respect the amount of an LC Obligation to be made all such payments received and retained by the Administrative Agent for the account of such Lender on the date of any borrowingDefaulting Lender. Solely as among for the Lenders and solely for purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Revolving Applicable Percentages in connection therewith) and for the purpose of calculating the fee payable under Section 2.09(a), such Defaulting Lender shall be deemed not to be a “ Revolving Lender” and such Lender’s Revolving Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the Credit Documentsmatters governed by Section 10.01(a) through (c). The provisions of this Section 9.16 shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Collateral or any Obligations the Administrative Agent, the L/C Issuer, and determining a Defaulting Lender’s share the Borrowers shall have waived, in writing, the application of payments, fees and proceeds of Collateral pending this Section 9.16 to such Defaulting Lender’s cure , or (z) the date on which such Defaulting Lender pays to the Administrative Agent all amounts owing by such Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by the Administrative Agent, provides adequate assurance of its defaults ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by the Administrative Agent pursuant to Section 9.16(b) shall be released to the Borrowers). The operation of this Section 9.16 shall not be construed to increase or otherwise affect the Revolving Commitment of any Revolving Lender, to relieve or excuse the performance by such Defaulting Lender or any other Revolving Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent, the L/C Issuer, the Swing Line Lender, or to the Revolving Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Borrowers, at their option, upon written notice to the Administrative Agent, to arrange for a substitute Revolving Lender to assume the Revolving Commitment of such Defaulting Lender, such substitute Revolving Lender to be reasonably acceptable to the Administrative Agent. In connection with the arrangement of such a substitute Revolving Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Assumption in favor of the substitute Revolving Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations in respect of the Revolving Loans, Swing Line Loans and Letters of Credit (other than any Other Liabilities, but including (1) all interest, fees (except any commitment fees or Letter of Credit Fees not due to such Defaulting Lender in accordance with the terms of this Agreement), and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Revolving Applicable Percentage of its participation in the Letters of Credit); provided, that any such assumption of the Revolving Commitment of such Defaulting Lender shall not be deemed to be constitute a “Lender” and waiver of any of the Credit Parties’ or the Loan Parties’ rights or remedies against any such Lender’s Commitment shall be deemed Defaulting Lender arising out of or in relation to be zero (0)such failure to fund. The In the event of a direct conflict between the priority provisions of this Section 2.16 shall 9.16 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be solely for read together and construed, to the benefit fullest extent possible, to be in concert with each other. In the event of Agent and Lenders and may any actual, irreconcilable conflict that cannot be enforced by Borrowersresolved as aforesaid, the terms and provisions of this Section 9.16 shall control and govern.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Daydays of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (bi) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunderright to participate in the administration of, at or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such timefailure or refusal, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, (ii) a Defaulting Lender shall not be deemed to be have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Lender” result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Defaulting Lender’s Commitment decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be deemed restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to be zero (0)which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.101

Defaulting Lender. If Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender shallbecomes a Defaulting Lender, at any time, then so long as such Revolving Lender is a Defaulting Lender: (a) fail to make if any payment to Agent Swing Line Exposure or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit DocumentsLC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender, and such failure is not cured the Borrower shall within one Business Day following notice by the Administrative Agent (1i) Business Dayfirst, or prepay such Swing Line Exposure (or, if the Swing Line Lenders shall agree, cash collateralize 100% of such Defaulting Lender’s Swing Line Exposure (other than the portion of such Swing Line Exposure referred to in clause (b) of the definition of such term) therein and otherwise in accordance with the procedures set forth in Section 2.04(k) for so long as such Swing Line Exposure is the subject of any bankruptcy or insolvency proceeding outstanding) and (ii) second, cash collateralize such Lender is referred to herein as a “Defaulting Lender”), Agent may, but ’s LC Exposure in an amount equal to 100% of such LC Exposure and otherwise in accordance with the procedures set forth in Section 2.04(k) for so long as such LC Exposure is outstanding; and (b) xxxxx Swing Line Lender shall not be required toto fund any Swing Line Loan and the Issuing Lender shall not be required to issue, retain payments amend or increase any Letter of Credit, unless it is satisfied that would otherwise be made to the related exposure therein of such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand will be 100% cash collateralized by the other party, pay such amount together Borrower in accordance with interest this Section.; (c) fees shall cease to accrue on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its unfunded portion of the Revolving Loan or payment in respect Commitment of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure Lender pursuant to Section 2.10(a); and (d) the Revolving Exposure and unused Revolving Commitment of its defaults hereunder, a such Defaulting Lender shall not be deemed included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to be any amendment, waiver or other modification pursuant to Section 10.02); provided, that this clause (d) shall not apply to the vote of a “Lender” and Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by BorrowersLender or each Lender affected thereby.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Administrative Agent or Regions BofA that is required hereunder or fails otherwise to perform its obligations under any Credit Documentshereunder, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Administrative Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting defaulting Lender hereunder and apply such payments to such Defaulting defaulting Lender’s 's defaulted obligations hereunder, at such time, and in such order, as Administrative Agent may elect in its sole discretion. With respect to the payment of any funds from Administrative Agent to a Lender or from a Lender to Administrative Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingObligation. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to matters amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to any of the Credit Documents, Collateral or any Obligations Obligations, and (ii) determining a Defaulting defaulting Lender’s 's share of payments, fees payments and proceeds of Collateral pending such Defaulting defaulting Lender’s 's cure of its defaults hereunder, a Defaulting defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s 's Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 4.2 shall be solely for the benefit of Administrative Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “"Defaulting Lender”"), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s Xxxxxx's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s 's share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s 's cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s Xxxxxx's Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders Xxxxxxx and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to the Administrative Agent its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swingline Loans or L/C Borrowings and such failure is not cured within one two (12) Business Daydays of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, (bi) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunderright to participate in the administration of, at or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such timefailure or refusal, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, (ii) a Defaulting Lender shall not be deemed to be have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Lender” result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Defaulting Lender’s Commitment decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be deemed restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to be zero (0). The provisions of this which it is delinquent, together with interest thereon at the rate set forth in Section 2.16 shall be solely for 2.12 hereof from the benefit of Agent and Lenders and may not be enforced by Borrowersdate when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Administrative Agent or Regions Fleet that is required hereunder or fails otherwise to perform its obligations under any Credit Documentshereunder, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Administrative Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting defaulting Lender hereunder and apply such payments to such Defaulting defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Administrative Agent may elect in its sole discretion. With respect to the payment of any funds from Administrative Agent to a Lender or from a Lender to Administrative Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Revolver Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingBorrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Loan Documents, Collateral or any Obligations and determining a Defaulting defaulting Lender’s Pro Rata share of payments, fees payments and proceeds of Collateral pending such Defaulting defaulting Lender’s cure of its defaults hereunder, a Defaulting defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 3.2 shall be solely for the benefit of Administrative Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If Notwithstanding any provision of this Agreement to the contrary, if any Lender shallbecomes a Defaulting Lender, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is then the subject of any bankruptcy or insolvency proceeding (following provisions shall apply for so long as such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made : 153. Any amount payable to such a Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender’s defaulted obligations hereunder, be retained by Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such timetime or times as may be determined by Administrative Agent (i) first, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a amounts owing by such Defaulting Lender to AgentAdministrative Agent hereunder, (ii) second, if so determined by Administrative Agent and Borrower, held in such account as cash collateral for future funding obligations (if any) of the party failing to make the full payment when due pursuant - 130 - DM3\7000734.9 Defaulting Lender under this Agreement, (iii) third, pro rata, to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment of any Lender amounts owing to fund its portion Borrower, Administrative Agent or the Lenders as a result of any Revolving Loan or payment in respect judgment of an LC Obligation shall not relieve any other Lender a court of its obligationcompetent jurisdiction obtained by Borrower, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral Administrative Agent or any Obligations and determining Lender against such Defaulting Lender as a Defaulting Lender’s share result of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure breach of its defaults hereunderobligations under this Agreement, a and (vi) fourth, to such Defaulting Lender shall not be deemed to be or as otherwise directed by a “Lender” court of competent jurisdiction; provided, that if such payment is (x) a prepayment of the principal amount of any Loans and (y) made at a time when the conditions set forth in Section 5.1 are satisfied, such Lender’s Commitment payment shall be deemed applied solely to be zero (0). The provisions prepay the Loans of this Section 2.16 shall be solely for all Lenders that are not Defaulting Lenders pro rata prior to being applied to the benefit prepayment of Agent and Lenders and may not be enforced by Borrowersany Loans of any Defaulting Lender.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Parent, at any timethe Parent’s election, may elect to reduce or terminate such Defaulting Lender’s Commitment hereunder; provided that (i) the Parent must elect to either terminate such Defaulting Lender’s entire Commitment or terminate such Defaulting Lender’s entire unused Commitment, (aii) fail if the Parent elects to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and terminate such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”)’s entire Commitment, the Parent shall pay to the Administrative Agent may, but shall not be required to, retain payments that would otherwise be made all amounts owed by the Borrowers in respect of such terminated Commitment amount to such Defaulting Lender hereunder in its capacity as a Lender under this Agreement and apply under the other Loan Documents and shall, to the extent such payments Defaulting Lender’s ratable share of the LC Exposure has not been, or has only partially been, reallocated pursuant to Section 2.21, deposit into the Cash Collateral Account Cash Collateral in the amount equal to 102% of the Fronting Exposure attributable to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in (iii) such order, as Agent may elect in its sole discretiontermination shall not be permitted if an Event of Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and the Administrative Agent of any funds from Agent the Parent’s election to a Lender or from a Lender to Agent, the party failing to make the full payment when due terminate such Defaulting Lender’s entire Commitment pursuant to this clause (c) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, amounts (if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation ) required to be made by the Borrowers under clause (ii) above, (A) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.15, 2.17, 8.06 and solely for purposes of voting or consenting to matters 9.03 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (B) such Defaulting Lender’s cure of its defaults hereunder, a Commitment shall be deemed terminated in whole and (C) such Defaulting Lender shall be relieved of its obligations hereunder as a “Lender” except pursuant to surviving obligations (including Sections 2.17 and 9.12 and as to its indemnification obligations under Article 8 with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder), provided that any such termination will not be deemed to be a “waiver or release of any claim by the Borrowers, the Administrative Agent, the Swingline Lender” and , any Issuing Bank or any Lender against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Administrative Agent or Regions Bank that is required hereunder or fails otherwise to perform its obligations under any Credit Documentshereunder, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Administrative Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting defaulting Lender hereunder and apply such payments to such Defaulting defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Administrative Agent may elect in its sole discretion. With respect to the payment of any funds from Administrative Agent to a Lender or from a Lender to Administrative Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Revolver Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingBorrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting defaulting Lender’s Pro Rata share of payments, fees payments and proceeds of Collateral pending such Defaulting defaulting Lender’s cure of its defaults hereunder, a Defaulting defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 4.2 shall be solely for the benefit of Administrative Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If At any Lender shalltime that there shall exist a Defaulting Lender, at any time, on the first (a1st) fail to make any payment to Business Day following the date on which Borrower receives notice from the Administrative Agent or Regions that is required hereunder or fails otherwise any LC Issuer demanding the deposit of Cash Collateral pursuant to perform its obligations under any Credit Documentsthis paragraph, and the Borrower shall deposit in an account with the Administrative Agent for the benefit of the applicable LC Issuer, an amount in Dollars in cash equal to 100% of the total Fronting Exposure of such failure is not cured within one (1LC Issuer as of such date. Each such deposit pursuant to this Section 2.2.10(b) Business Day, or (b) is shall be held by the subject Administrative Agent for the benefit of any bankruptcy or insolvency proceeding (such Lender is referred to herein the applicable LC Issuer as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such collateral for the Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender obligation to fund its portion of any Revolving Loan or payment participations in respect of an the Letters of Credit issued by such LC Obligation Issuer. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Borrower in Permitted Investments and at the risk and expense of the Borrower, such deposits shall not relieve any other Lender of its obligationbear interest. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such account shall be applied by the Administrative Agent (upon the direction of the Administrative Agent) to the satisfaction of the Defaulting Lender’s obligation to fund its portion of the Revolving Loan or payment participations in respect of an LC Obligation on the date Letters of BorrowingCredit (including, but no Lender shall be responsible for the failure of any other Lender as to make any Loan or payment in respect of an LC Obligation to be made Cash Collateral provided by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuer’s share Fronting Exposure shall no longer be required to be held as Cash Collateral following (i) the elimination of payments, fees and proceeds the applicable Fronting Exposure (including by the termination of Collateral pending Defaulting Lender status of the applicable DSR Lender or the provision by or on behalf of such Defaulting Lender’s cure Lender of its defaults hereunderCash Collateral pursuant to Section 2.7.6(d)), a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero or (0). The provisions of this Section 2.16 shall be solely for ii) the benefit of determination by the Administrative Agent and Lenders and may not be enforced by Borrowerseach LC Issuer that there exists excess Cash Collateral for such purpose.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or LC Borrowings and such failure is not cured within one two (12) Business DayDays of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, (bi) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunderright to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, except as otherwise expressly provided in Section 10.01, (ii) at such timethe Administrative Agent’s option, any and in such orderall payments otherwise payable to a Defaulting Lender from the Loan Parties, as whether on account of outstanding Loans, interest, fees or otherwise, may be held by the Administrative Agent may elect in its sole discretion. With respect and readvanced to the payment of any funds from Agent to a Borrowers, the Swing Line Lender or from a Lender to Agent, any LC Issuer as the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share Applicable Percentage of payments, fees any Borrowing or required funding of a participation in Swing Line Loans or Letters of Credit and proceeds (iii) without limiting the provisions of Collateral pending such Defaulting Lender’s cure of its defaults hereunderclause (ii), a Defaulting Lender shall not be deemed to be have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Lender” result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Defaulting Lender’s Commitment decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iii) hereinabove shall be deemed restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to be zero (0). The provisions of this Section 2.16 shall be solely for which it is delinquent, together with interest thereon at the benefit of Agent and Lenders and may not be enforced by BorrowersDefault Rate from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If for any reason any Lender shall, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”)) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 2 Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent mayor the Borrower under this Agreement or Applicable Law, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunderright to participate in the administration of the Loans, at this Agreement and the other Loan Documents, including without limitation, any right (i) to vote in respect of, to consent to or to direct any action or inaction of the Agent or in respect of any other matter requiring the vote or consent of all Lenders or Requisite Lenders or (ii) to be taken into account in the calculation of Requisite Lenders, shall be suspended during the pendency of such time, and in such order, as Agent may elect in its sole discretionfailure or refusal. With respect If for any reason a Lender fails to make timely payment to the payment Agent of any funds from amount required to be paid to the Agent hereunder (without giving effect to a Lender any notice or from a Lender cure periods), in addition to Agentother rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the party failing Agent shall be entitled (i) to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay collect interest from such amount together with interest Defaulting Lender on such amount delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. The failure of any Lender to fund its portion of any Revolving Loan or payment Any amounts received by the Agent in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees Loan shall not be paid to such Defaulting Lender and proceeds of Collateral pending shall be held by the Agent and paid to such Defaulting Lender upon the Defaulting Lender’s cure curing of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersdefault.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions Fleet that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”)hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting defaulting Lender hereunder and apply such payments to such Defaulting defaulting Lender’s 's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Revolver Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingBorrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Loan Documents, Collateral or any Obligations and determining a Defaulting defaulting Lender’s 's Pro Rata share of payments, fees payments and proceeds of Collateral pending such Defaulting defaulting Lender’s 's cure of its defaults hereunder, a Defaulting defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s 's Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 3.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, Borrower, at any timeits election, may elect to terminate such Defaulting Lender's Commitment hereunder; provided that (A) such termination must be of all of the Defaulting Lender's Commitments, (aB) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by it to such Defaulting Lender hereunder in such Lender's capacity as a Lender under this Agreement and apply such payments under the other Credit Documents (including principal of and interest on the Advances owed to such Defaulting Lender’s defaulted obligations hereunder, accrued Unused Line Fees (subject to Section 2.18(a)(iii)), and letter of credit fees (subject to Section 2.18(a)(iii) but specifically excluding any amounts owing under Section 2.11 as result of such payment of such Advances) and shall deposit with Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender's ratable share of the Dollar Equivalent of the Letter of Credit Exposure (including any such portion thereof that has been reallocated pursuant to Section 2.18), (C) a Defaulting Lender's Commitments may be terminated by Borrower under this Section 2.1(b)(ii) if and only if at such time, Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders, and in (D) no Default has occurred and is continuing at the time of such order, as Agent may elect in its sole discretionelection and termination. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent Borrower's election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender's Commitments pursuant to this clause (iv) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a "Lender" hereunder for all purposes except that such Lender's rights and obligations as among the Lenders a Lender under Section 2.11, 2.13, 2.15, 8.4 and solely for purposes of voting or consenting to matters 9.1 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a "Lender" hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (2) such Defaulting Lender’s cure of its defaults hereunder's Commitments shall be deemed terminated, a and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a "Lender" except as to its obligations under Section 8.4 and 9.1 and any other obligations that expressly survive, which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a "Lender" hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim by Borrower, Administrative Agent, Swingline Lenders, Issuing Lenders or any Lender may have against such Defaulting Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions Fleet that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”)hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting defaulting Lender hereunder and apply such payments to such Defaulting defaulting Lender’s 's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Revolver Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingBorrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Loan Documents, Collateral or any Obligations and determining a Defaulting defaulting Lender’s 's Pro Rata share of payments, fees payments and proceeds of Collateral pending such Defaulting defaulting Lender’s 's cure of its defaults hereunder, a Defaulting defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s 's Revolver Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 SECTION 3.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by BorrowersBorrower.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timeBorrower's election, may elect to terminate such Defaulting Lender's Commitment hereunder; provided that (A) such termination must be of all of the Defaulting Lender's Commitment, (aB) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder in such Lender's capacity as a Lender under this Agreement and apply such payments under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender’s defaulted obligations hereunder, accrued Commitment Fees (subject to Section 2.16(a)(iii)), and letter of credit fees (subject to Section 2.15(a)(iii) but specifically excluding any amounts owing under Section 2.12 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender's Applicable Percentage of the Letter of Credit Exposure (but including any such portion thereof that has been reallocated pursuant to Section 2.15), (C) a Defaulting Lender's Commitment may be terminated by the Borrower under this Section 2.1(c)(ii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders, and in (D) no Default has occurred and is continuing at the time of such order, as Agent may elect in its sole discretionelection and termination. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower's election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender's Commitment pursuant to this clause (ii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a " Lender" hereunder for all purposes except that such Lender's rights and obligations as among the Lenders a Lender under Sections 2.05(d), 2.13, 2.14, 8.03, 9.04 and solely for purposes of voting or consenting to matters 9.07 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a " Lender" hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (2) such Defaulting Lender’s cure of its defaults hereunder's Commitment shall be deemed terminated, a and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a " Lender" except as to its obligations under Section 8.03 and any other obligations that expressly survive, which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a " Lender" hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, Issuing Lender or any Lender may have against such Defaulting Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If Notwithstanding anything to the contrary contained herein, if any Lender shall, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as becomes a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments then during any Default Period with respect to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Defaulting Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall deemed not be deemed to be a “Lender” for purposes of voting on any matters (including, but not limited to, any amendment, waiver or consent, provided that such Defaulting Lender’s consent shall be required in connection with any amendment, waiver, consent or other modification of this Agreement that would to the extent that such modification would increase the amount of or extend the maturity of such Defaulting Lender’s Commitments hereunder) with respect to any provision of the Loan Documents that requires the approval of Requisite Lenders or all affected lenders. During any Default Period with respect to a Defaulting Lender (a) fees shall cease to accrue on the unfunded portion of the commitment of such Defaulting Lender pursuant to subsection 2.3; (b) to the extent permitted by applicable law, any amounts that would otherwise be payable to such Defaulting Lender with respect to its Loans and Commitments under the Loan Documents (including, without limitation, voluntary and mandatory prepayments, interest and fees) may, in lieu of being distributed to such Defaulting Lender, at the written direction of Borrower to Administrative Agent, be retained by Administrative Agent and applied in the following order of priority: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent and to collateralize indemnification and reimbursement obligations of such Defaulting Lender in an amount reasonably determined by Administrative Agent, second, to the payment of any amounts owing by such Defaulting Lender to the Swing Line Lender, third, to the payment of any amounts owing by such Defaulting Lender to the Issuing Lender, fourth, to the funding of any Loan in respect of which the Defaulting Lender has failed to fund its portion thereof as required by this Agreement, fifth, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender as a result of the Defaulting Lender’s breach of its obligations under this Agreement, and sixth, to the payment of the Term Loans and Revolving Loans of other Lenders (but not to the Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender; (c) (i) such Defaulting Lender’s Revolving Loan Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Loan Commitment fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Loan Commitment fee pursuant to subsection 2.3 with respect to such Defaulting Lender’s Revolving Loan Commitment in respect of any Default Period with respect to such Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (ii) such Defaulting Lender’s TLF Commitments and outstanding Term Loans shall be excluded for purposes of calculating the Term Loan commitment fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Term Loan commitment fee pursuant to subsection 2.3 with respect to such Defaulting Lender’s TLF Commitment in respect of any Default Period with respect to such Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender); and (d) the Total Utilization of Revolving Loan Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. No Commitment of any Lender shall be zero (0)increased or otherwise affected, and, except as otherwise expressly provided in this subsection 2.11, performance by Borrower of its obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of any Lender becoming a Defaulting Lender or the operation of this subsection 2.11. The provisions rights and remedies against a Defaulting Lender under this subsection 2.11 are in addition to other rights and remedies which Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which Administrative Agent or any Lender may have against such Defaulting Lender with respect thereto. Notwithstanding the foregoing, nothing contained in this Section 2.16 subsection 2.11 shall be solely alter in any way the Borrower’s obligations to repay any Defaulting Lender for the benefit of Loans that it has actually funded. The Administrative Agent and Lenders and may shall not be enforced by Borrowersrequired to ascertain or inquire as to the existence of any Funds Defaulting Lender or Insolvency Defaulting Lender.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timeBorrower’s election, may elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (A) such termination must be of all of the Defaulting Lender’s Commitment, (aB) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such Defaulting Lender hereunder in such Lender’s capacity as a Lender under this Agreement and apply under the other Loan Documents (including principal of and interest on the Advances owed to such payments Defaulting Lender, accrued Commitment Fees (subject to Section 2.16(a)(iii)), and letter of credit fees (subject to Section 2.15(a)(iii) but specifically excluding any amounts owing under Section 2.12 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderPro Rata Share of the Letter of Credit Exposure (but including any such portion thereof that has been reallocated pursuant to Section 2.15), (C) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.1(c)(ii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders, and in (D) no Default has occurred and is continuing at the time of such order, as Agent may elect in its sole discretionelection and termination. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Commitment pursuant to this clause (ii) and the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any borrowing. Solely shall cease to be a “ Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.05(d), 2.13, 2.14, 8.08, 9.04 and solely for purposes of voting or consenting to matters 9.07 shall continue with respect to any of the Credit Documentsevents and occurrences occurring before or concurrently with its ceasing to be a “ Lender” hereunder, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (2) such Defaulting Lender’s cure of its defaults hereunderCommitment shall be deemed terminated, a and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “ Lender” except as to its obligations under Section 8.08 and any other obligations that expressly survive, which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “ Lender” hereunder, provided that, any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, Issuing Lender or any Lender may have against such Defaulting Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) fail If for any reason any Lender shall become a Defaulting Lender, then, in addition to make the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any payment to Agent other party at law or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documentsin equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Liabilities, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure is not cured within one or refusal, (1ii) Business Dayat the option of the Agent, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, Fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand be retained by the other party, pay such amount together with interest on such amount at Agent as cash collateral for future funding obligations of the Federal Funds Rate. The failure of any Defaulting Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment existing or future participating interest in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders Protective Advance, and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, (iii) a Defaulting Lender shall not be deemed to be a “Lender” have assigned any and such all payments due to it from the Loan Parties (whether on account of principal, interest, fees or otherwise) to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Liabilities, and the Defaulting Lender’s Commitment decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iii) hereinabove shall be deemed restored only upon the payment by the Defaulting Lender of its Pro Rata Outstandings, any participation obligation, or expenses as to be zero (0). The provisions of this Section 2.16 shall be solely for which it is delinquent, together with interest thereon at the benefit of Agent and Lenders and may not be enforced by Borrowersapplicable rate set forth herein from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If In the event that any Lender shall, at any time, (a) fail fails to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform fund its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject Revolving Loan Pro Rata Share of any bankruptcy Advance requested or insolvency proceeding (deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the portion of such Advance funded by any other Lenders being hereinafter referred to herein as a “Defaulting Lender”"Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent may, but shall not by the Borrower and otherwise required to be required to, retain payments that would otherwise be made applied to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment 's share of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due all other Obligations pursuant to the terms hereof shall, upon demand of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other party, pay Obligations. Notwithstanding anything in this Agreement to the contrary: the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.19; any such amount together with interest on such amount at the Federal Funds Rate. The Lender shall be deemed to have cured its failure of any Lender to fund its Revolving Loan Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Revolving Loan Pro Rata Share of the requested principal portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligationsuch Advance is fully funded to the Borrower, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be whether made by such Lender on itself or by operation of the date terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Revolving Loan Pro Rata Share of any borrowing. Solely Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as among the Lenders and solely for purposes until any such Lender's failure to fund its Revolving Loan Pro Rata Share of voting or consenting to matters any Advance is cured in accordance with respect to any of the Credit DocumentsSection 9.2(ii), Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending (A) such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed entitled to any commitment fees with respect to its Revolving Loan Commitments and (B) such Lender shall not be a “entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Revolving Loan Pro Rata Share of such defaulting Lender” and such Lender’s Commitment 's requested Advance, shall be deemed to be zero (0). The provisions of this Section 2.16 allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be solely for calculated based upon the benefit average amount by which the aggregate Revolving Loan Commitments of Agent such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and Lenders and may not be enforced by Borrowersoutstanding Letters of Credit.

Defaulting Lender. If In the event that any Lender shall, at any time, (a) fail fails to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform fund its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject Pro ------------------ Rata Share of any bankruptcy Advance requested or insolvency proceeding (deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance being hereinafter referred to herein as a “Defaulting Lender”"Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent may, but shall not by the Borrower and otherwise required to be required to, retain payments that would otherwise be made applied to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment 's share of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due all other Obligations pursuant to the terms hereof shall, upon demand of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other party, pay Obligations. Notwithstanding anything in this Agreement to the contrary: (i) the foregoing provisions of this Section 9.2 shall apply only ------------ with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.9; ------------ (ii) any such amount together with interest on such amount at the Federal Funds Rate. The Lender shall be deemed to have cured its failure of any Lender to fund its Pro Rata Share, of any Advance at such time as an amount equal to such Lender's original Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro ----------- Rata Loan with respect thereto has been repaid, converted or continued; (iii) amounts advanced to the Borrower to cure, in full or in part, any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, such Lender's failure to fund its portion Pro Rata Share of any Advance ("Cure Loans") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans; (iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans ----- constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other ------ than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans; (v) for so long as and until the earlier of any such Lender's cure of the failure to fund its Pro Rata Share of any Advance and the termination of the Revolving Loan or payment in respect of an LC Obligation on Commitments, the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely term "Required Lenders" for purposes of voting or consenting this Agreement shall mean Lenders (excluding all Lenders whose failure to matters with respect to any fund their respective Pro Rata Share of such Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the Credit Documentsaggregate Pro Rata Shares of such Lenders; and (vi) for so long as and until any such Lender's failure to fund its Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed entitled to be a “Lender” and any Facility Fees with respect to its Revolving Loan Commitment, which Facility Fees shall accrue in favor of the Lenders which have funded their respective Pro Rata Share of such Lender’s Commitment requested Advance, shall be deemed to be zero (0). The provisions of this Section 2.16 allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be solely for calculated based upon the benefit average amount by which the aggregate Revolving Loan Commitments of Agent and such performing Lenders and may not be enforced by Borrowersexceeds the outstanding principal amount of the Loans owing to such performing Lenders.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Revolving Commitment Percentage of any Loans, expenses or setoff or purchase its Revolving Commitment Percentage of a participation interest in the Swingline Loans or Letters of Credit Documents, and such failure is not cured within one two (12) Business Daydays of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the Agents, the other Lenders, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (bi) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunderright to participate in the administration of, at or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such timefailure or refusal, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, (ii) a Defaulting Lender shall not be deemed to be have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Lender” result of application of such assigned payments the Lenders’ respective Revolving Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Defaulting Lender’s Commitment decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be deemed restored only upon the payment by the Defaulting Lender of its Revolving Commitment Percentage of any Obligations, any participation obligation, or expenses as to be zero (0). The provisions of this Section 2.16 shall be solely for which it is delinquent, together with interest thereon from the benefit of Agent and Lenders and may not be enforced by Borrowersdate when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Administrative Agent or Regions BofA that is required hereunder or fails otherwise to perform its obligations under any Credit Documentshereunder, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Administrative Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting defaulting Lender hereunder and apply such payments to such Defaulting defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Administrative Agent may elect in its sole discretion. With respect to the payment of any funds from Administrative Agent to a Lender or from a Lender to Administrative Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowingObligation. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to matters amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to any of the Credit Documents, Collateral or any Obligations Obligations, and (ii) determining a Defaulting defaulting Lender’s share of payments, fees payments and proceeds of Collateral pending such Defaulting defaulting Lender’s cure of its defaults hereunder, a Defaulting defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 4.2 shall be solely for the benefit of Administrative Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit DocumentsIf a Lender becomes, and such failure is not cured within one (1) Business Dayduring the period it remains, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), any amount paid by the Borrower or otherwise received by the Agent mayfor the account of a Defaulting Lender under this Agreement (whether on account of principal, but shall interest, fees, indemnity payments or other amounts) will not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments paid or distributed to such Defaulting Lender’s defaulted , but will instead be at the direction of the Borrower retained by the Agent in a segregated non-interest bearing account until the termination of the Commitments and payment in full of all obligations hereunderof the Borrower hereunder and will be applied by the Agent, at such timeto the fullest extent permitted by law, and to the making of payments from time to time in such order, as Agent may elect in its sole discretion. With respect the following order of priority: first to the payment of any funds from amounts owing by such Defaulting Lender to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, 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 Lenders 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 Lenders 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 Lenders, and sixth after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. Subject to Section 2.04, any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or from a Lender held) to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand pay amounts owed by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; provided that any such amount received by the Agent pursuant to this Section 2.20(a) shall, subject to Section 2.20(c), be released to the applicable Defaulting Lender promptly upon such Defaulting Lender no longer being deemed to be a “Defaulting Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swingline Loans or L/C Borrowings and such failure is not cured within one (1) Business DayDay after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (bii) is a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the subject Loan Parties, whether on account of any bankruptcy outstanding Loans, interest, fees or insolvency proceeding (such Lender is referred otherwise, to herein the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Defaulting Lender”)result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, Agent mayand (iii) at the option of the Administrative Agent, but shall not be required to, retain payments that would otherwise be made any amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s defaulted obligations hereunder, at such time, decision-making and participation rights and rights to payments as set forth in such order, as Agent may elect in its sole discretion. With respect to clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment rate set forth in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on Section 2.13(c) hereof from the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on when originally due until the date of upon which any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. If In the event that any Lender shallfails to fund its Pro Rata Share of the Advance requested or deemed requested by the Borrower, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (which such Lender is obligated to fund under the terms of this Agreement (the funded portion of the Advance being hereinafter referred to herein as a “Defaulting LenderNon Pro Rata Loan”), until the earlier of such Lender’s cure of such failure and the termination of the Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent may, but shall not by the Borrower and otherwise required to be required to, retain payments that would otherwise be made applied to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment share of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due all other Obligations pursuant to the terms hereof shall, upon demand of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other party, pay Obligations. Notwithstanding anything in this Agreement to the contrary: the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.9; any such amount together with interest on such amount at the Federal Funds Rate. The Lender shall be deemed to have cured its failure of any Lender to fund its portion Pro Rata Share, of any Revolving Loan or payment in respect the Advance at such time as an amount equal to such Lender’s original Pro Rata Share of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its the requested principal portion of the Revolving Loan or payment in respect of an LC Obligation on Advance is fully funded to the date of BorrowingBorrower, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be whether made by such Lender on itself or by operation of the date terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; amounts advanced to the Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of the Advance (“Cure Loans”) shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans; for so long as and until the earlier of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of the failure to fund its defaults hereunderPro Rata Share of the Advance and the termination of the Commitments, a Defaulting the term “Required Lenders” for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Share of the Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Pro Rata Shares of such Lenders; and for so long as and until any such Lender’s failure to fund its Pro Rata Share of the Advance is cured in accordance with Section 9.2(ii), such Lender shall not be deemed entitled to be a “Lender” any Facility Fees with respect to its Commitment or Loans, which Facility Fees shall accrue in favor of the Lenders which have funded their respective Pro Rata Share of the Advance, and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and allocated among such performing Lenders and may not be enforced by Borrowersratably based upon their relative Commitments or Loans.

Defaulting Lender. 1. If for any reason any Lender shall, at any time, (a) shall become a Defaulting Lender or shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent 154 its Applicable Percentage of any Credit DocumentsLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Daydays of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, (bii) is a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the subject Loan Parties, whether on account of any bankruptcy outstanding Loans, interest, fees or insolvency proceeding (such Lender is referred otherwise, to herein the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a “Defaulting Lender”)result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, Agent mayand (iii) at the option of the Administrative Agent, but shall not be required to, retain payments that would otherwise be made any amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s defaulted obligations hereunderdecision-making and participation rights and rights to payments as set forth in clauses (i), at such time, (ii) and in such order, as Agent may elect in its sole discretion. With respect to (iii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Default Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) If for any reason any Lender shall fail or refuse to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform abide by its obligations under this Agreement, including, without limitation, its obligation to make available to Agent its Revolving Line Commitment Percentage of any Advances, expenses or setoff or purchase its Letter of Credit Documents, Commitment Percentage of a participation interest in the Letters of Credit and such failure is not cured within one two (12) Business Daydays of receipt from Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Secured Parties, Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (bii) is a Defaulting Lender shall be deemed to have assigned any and all payments due to it from Borrower, whether on account of outstanding Advances, interest, fees or otherwise, to the subject remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of any bankruptcy or insolvency proceeding (such Lender is referred to herein all outstanding Obligations until, as a “Defaulting Lender”)result of application of such assigned payments, Agent mayLenders’ respective Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, but shall not be required toand (iii) at the option of Agent, retain payments that would otherwise be made any amount payable to such Defaulting Lender hereunder and apply such payments (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Advance or existing or future participating interest in any Letter of Credit. The Defaulting Lender’s defaulted obligations hereunder, at such time, decision-making and participation rights and rights to payments as set forth in such order, as Agent may elect in its sole discretion. With respect to clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Commitment Percentage of any funds from Agent Obligations, any participation obligation, or expenses as to a Lender or from a Lender to Agentwhich it is delinquent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount thereon at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment rate set forth in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on Section 2.6(f) hereof from the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on when originally due until the date of upon which any borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.