Common use of Defaulting Lenders or Impacted Lenders Clause in Contracts

Defaulting Lenders or Impacted Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender or Impacted Lender, as the case may be, then the following provisions shall apply for so long as such Lender is a Defaulting Lender or Impacted Lender, as the case may be: (a) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to ARTICLE X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro 715347206 14464587 rata basis of any amounts owing by such Defaulting Lender to the Issuer hereunder; third, to Cash Collateralize the Issuer’s fronting exposure with respect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuer’s future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Agreements are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.10(d). 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 or to post Cash Collateral pursuant to this Section 2.10(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (b) fees shall cease to accrue on the unused amount of such Defaulting Lender’s Applicable Percentage of the Borrowing Base pursuant to Section 3.04(a) and no fees shall be payable to such Defaulting Lender upon an increase in the Borrowing Base if such Lender is a Defaulting Lender pursuant to clause (a), (b) or (d) of the definition thereof; (c) the Applicable Percentage of the Aggregate Maximum CreditElected Commitment Amount or Loans or participation interests in Letters of Credit of such Defaulting Lender shall not be included in determining whether the Majority Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 12.02); (d) if any Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender or Impacted Lender then: (i) all or any part of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in 715347206 14464587 accordance with their respective Applicable Percentages but only to the extent that as a result thereof (x) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed the Non-Defaulting Lenders’ Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Limit then in effect, (y) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure plus such Non-Defaulting Lender’s share under this clause (i) of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed such Non-Defaulting Lender’s Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Limit then in effect and (z) the conditions set forth in Section 6.02 are satisfied at such time; provided however, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender 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; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent Cash Collateralize such Defaulting Lender’s or such Impacted Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.08(j) for so long as such Letter of Credit Exposure is outstanding; (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure pursuant to this Section 2.10(d), the Borrower shall not be required to pay any fees to such Defaulting Lender or Impacted Lender pursuant to Section 3.04(b) with respect to such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure is Cash Collateralized; and (iv) if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.10(d), then the fees payable to the Non-Defaulting Lenders pursuant to Section 3.04 (b) shall be adjusted to give effect to such reallocations in accordance with such Non-Defaulting Lenders’ Applicable Percentages; (e) so long as any Lender is a Defaulting Lender or an Impacted Lender, the Issuer shall not be required to issue, extend, renew, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Loan Commitments of the Non-Defaulting Lenders and/or Cash Collateralized in accordance with this Section 2.10(e) (and, if applicable, Section 2.08(j)), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.10(d)(i) (and Defaulting Lenders or Impacted Lenders shall not participate therein); and (f) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 4.01(c) but excluding Section 5.06) shall, in lieu of being distributed to such Defaulting Lender, subject to any Governmental Requirements, 715347206 14464587 (i) first, be applied to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts then owing by such Defaulting Lender to the Issuer hereunder, and (iii) third, any remaining funds to be held in a segregated account as cash collateral for, and application to any future funding obligations of such Defaulting Lender hereunder or as otherwise directed by a court of competent jurisdiction. (g) In the event that the Administrative Agent, the Borrower, and the Issuer agree in writing, that a Defaulting Lender or Impacted Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or Impacted Lender, then the Revolving Credit Exposure of the Lenders shall be readjusted and reallocated to reflect the inclusion of such Lender’s Loan Commitment and on such date such Lender shall purchase at par such of the Loans and participations in Letters of Credit of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans and participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation; provided however; that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender or Impacted Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Impacted Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender or Impacted Lender. In the event that the Administrative Agent, the Borrower, and the Issuer agrees that an Impacted Lender has adequately remedied all matters that caused such Lender to be an Impacted Lender, then the Letter of Credit Exposure of the Lenders shall be readjusted and reallocated on such date such that the Impacted Lender shall purchase at par participations in Letters of Credit from the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation.

Defaulting Lenders or Impacted Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender or Impacted Lender, as the case may be, then the following provisions shall apply for so long as such Lender is a Defaulting Lender or Impacted Lender, as the case may be: (a) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to ARTICLE X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro 715347206 14464587 rata basis of any amounts owing by such Defaulting Lender to the Issuer hereunder; third, to Cash Collateralize the Issuer’s fronting exposure with respect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuer’s future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Agreements are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.10(d). 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 or to post Cash Collateral pursuant to this Section 2.10(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (b) fees shall cease to accrue on the unused amount of such Defaulting Lender’s Applicable Percentage of the Borrowing Base pursuant to Section 3.04(a) and no fees shall be payable to such Defaulting Lender upon an increase in the Borrowing Base if such Lender is a Defaulting Lender pursuant to clause (a), (b) or (de) of the definition thereof; (c) the Applicable Percentage of the Aggregate Maximum CreditElected Commitment Credit Amount or Loans or participation interests in Letters of Credit of such Defaulting Lender shall not be included in determining whether the Majority Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 12.02); (d) if any Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender or Impacted Lender then: (i) all or any part of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in 715347206 14464587 accordance with their respective Applicable Percentages but only to the extent that as a result thereof (x) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed the Non-Defaulting Lenders’ Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Limit Base then in effect, (y) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure plus such Non-Defaulting Lender’s share under this clause (i) of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed such Non-Defaulting Lender’s Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Limit Base then in effect and (z) the conditions set forth in Section 6.02 are satisfied at such time; provided however, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender 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; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent Cash Collateralize such Defaulting Lender’s or such Impacted Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.08(j) for so long as such Letter of Credit Exposure is outstanding; (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure pursuant to this Section 2.10(d), the Borrower shall not be required to pay any fees to such Defaulting Lender or Impacted Lender pursuant to Section 3.04(b) with respect to such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure is Cash Collateralized; and (iv) if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.10(d), then the fees payable to the Non-Defaulting Lenders pursuant to Section 3.04 (b) shall be adjusted to give effect to such reallocations in accordance with such Non-Defaulting Lenders’ Applicable Percentages; (e) so long as any Lender is a Defaulting Lender or an Impacted Lender, the Issuer shall not be required to issue, extend, renew, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Loan Commitments of the Non-Defaulting Lenders and/or Cash Collateralized in accordance with this Section 2.10(e) (and, if applicable, Section 2.08(j)), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.10(d)(i) (and Defaulting Lenders or Impacted Lenders shall not participate therein); and (f) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 4.01(c) but excluding Section 5.06) shall, in lieu of being distributed to such Defaulting Lender, subject to any Governmental Requirements, 715347206 14464587 (i) first, be applied to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, be applied pro rata, to the payment of any amounts then owing by such Defaulting Lender to the Issuer hereunder, and (iii) third, any remaining funds to be held in a segregated account as cash collateral for, and application to any future funding obligations of such Defaulting Lender hereunder or as otherwise directed by a court of competent jurisdiction. (g) In the event that the Administrative Agent, the Borrower, and the Issuer agree in writing, that a Defaulting Lender or Impacted Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or Impacted Lender, then the Revolving Credit Exposure of the Lenders shall be readjusted and reallocated to reflect the inclusion of such Lender’s Loan Commitment and on such date such Lender shall purchase at par such of the Loans and participations in Letters of Credit of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans and participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation; provided however; that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender or Impacted Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Impacted Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender or Impacted Lender. In the event that the Administrative Agent, the Borrower, and the Issuer agrees that an Impacted Lender has adequately remedied all matters that caused such Lender to be an Impacted Lender, then the Letter of Credit Exposure of the Lenders shall be readjusted and reallocated on such date such that the Impacted Lender shall purchase at par participations in Letters of Credit from the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation.

Defaulting Lenders or Impacted Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender or Impacted Lender, as the case may be, then the following provisions shall apply for so long as such Lender is a Defaulting Lender or Impacted Lender, as the case may be:: ​ (a) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to ARTICLE X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro 715347206 14464587 rata basis of any amounts owing by such Defaulting Lender to the Issuer hereunder; third, to Cash Collateralize the Issuer’s fronting exposure with respect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuer’s future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any ​ ​ ​ Loans of, or Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Agreements are held by the Lenders pro rata in accordance with the Revolving Loan Commitments under the applicable Facility without giving effect to Section 2.10(d). 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 or to post Cash Collateral Collateralize pursuant to this Section 2.10(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.; (b) fees shall cease to accrue on the unused amount of such Defaulting Lender’s Applicable Percentage of the Borrowing Base Revolving Loan Commitment pursuant to Section 3.04(a) and no fees shall be payable to such Defaulting Lender upon an increase in the Borrowing Base if such Lender is a Defaulting Lender pursuant to clause (a), (b) or (d) of the definition thereof; (c) the Applicable Percentage of the Aggregate Maximum CreditElected Revolving Loan Commitment Amount or Revolving Loans or participation interests in Letters of Credit of such Defaulting Lender shall not be included in determining whether the Majority Lenders or Revolving Lenders holding more than fifty percent (50%) of the Required Lenders Maximum Revolving Credit Amount (or, if the Revolving Loan Commitments have been terminated, more than fifty percent (50%) of the Revolving Credit Exposure) have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 12.02); (d) if any Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender or Impacted Lender then: (i) all or any part of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure shall be reallocated among the Non-Revolving Lenders that are Non- Defaulting Lenders in 715347206 14464587 accordance with their respective Applicable Percentages but only to the extent that as a result thereof (x) the sum of all such Non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed the such Non-Defaulting Lenders’ Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Revolving Credit Amount or (B) the Borrowing BaseLoan Limit then in effect, (y) the sum of each Non-such Non- Defaulting Lender’s Revolving Credit Exposure plus such Non-Defaulting Lender’s share under this clause (i) of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed such Non-Defaulting Lender’s Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Revolving Credit Amount or (B) the Borrowing BaseLoan Limit then in effect and (z) the conditions set forth in Section 6.02 are satisfied at such time; provided however, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender 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;; ​ (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent Agent, Cash Collateralize such Defaulting Lender’s or such Impacted Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.08(j) for so long as such Letter of Credit Exposure is outstanding;; ​ ​ (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure pursuant to this Section 2.10(d), the Borrower shall not be required to pay any fees to such Defaulting Lender or Impacted Lender pursuant to Section 3.04(b) with respect to such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure is Cash Collateralized; and (iv) if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.10(d), then the fees payable to the Non-Defaulting Lenders pursuant to Section 3.04 (b) shall be adjusted to give effect to such reallocations in accordance with such Non-Defaulting Lenders’ Applicable Percentages;; ​ (e) so long as any Revolving Lender is a Defaulting Lender or an Impacted Lender, the Issuer shall not be required to issue, extend, renew, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Loan Commitments of the Non-Defaulting Lenders and/or Cash Collateralized in accordance with this Section 2.10(e) (and, if applicable, Section 2.08(j)), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.10(d)(i) (and Defaulting Lenders or Impacted Lenders shall not participate therein); and; (f) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 4.01(c) but excluding Section 5.06) shall, in lieu of being distributed to such Defaulting Lender, subject to any Governmental Requirements, 715347206 14464587 (i) first, be applied to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts then owing by such Defaulting Lender to the Issuer hereunder, and (iii) third, any remaining funds to be held in a segregated account as cash collateral for, and application to any future funding obligations of such Defaulting Lender hereunder or as otherwise directed by a court of competent jurisdiction.; and (g) In in the event that the Administrative Agent, the Borrower, and the Issuer agree in writing, that a Defaulting Lender or Impacted Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or Impacted Lender, then the Revolving Credit Exposure of the Revolving Lenders shall be readjusted and reallocated to reflect the inclusion of such Revolving Lender’s Revolving Loan Commitment and on such date such Lender shall purchase at par such of the Revolving Loans and participations in Letters of Credit of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans and participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation; provided however; that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Revolving Lender was a Defaulting Lender or Impacted Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Impacted Lender to Non- Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender or Impacted Lender. In the event that the Administrative Agent, the Borrower, and the Issuer agrees that an Impacted Lender has adequately ​ ​ ​ remedied all matters that caused such Lender to be an Impacted Lender, then the Letter of Credit Exposure of the Revolving Lenders shall be readjusted and reallocated on such date such that the Impacted Lender shall purchase at par participations in Letters of Credit from the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation.

Defaulting Lenders or Impacted Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender or Impacted Lender, as the case may be, then the following provisions shall apply for so long as such Lender is a Defaulting Lender or Impacted Lender, as the case may be: (a) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to ARTICLE X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro 715347206 14464587 rata basis of any amounts owing by such Defaulting Lender to the Issuer hereunder; third, to Cash Collateralize the Issuer’s fronting exposure with respect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuer’s future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Agreements are held by the Lenders pro rata in accordance with the Revolving Loan Commitments under the applicable Facility without giving effect to Section 2.10(d). 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 or to post Cash Collateral Collateralize pursuant to this Section 2.10(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.; (b) fees shall cease to accrue on the unused amount of such Defaulting Lender’s Applicable Percentage of the Borrowing Base Revolving Loan Commitment pursuant to Section 3.04(a) ); Third Amended and no fees shall be payable to such Defaulting Lender upon an increase in the Borrowing Base if such Lender is a Defaulting Lender pursuant to clause (a), (b) or (d) of the definition thereof;Restated Credit Agreement – Page 44 (c) the Applicable Percentage of the Aggregate Maximum CreditElected Revolving Loan Commitment Amount or Revolving Loans or participation interests in Letters of Credit of such Defaulting Lender shall not be included in determining whether the Majority Lenders or Revolving Lenders holding more than fifty percent (50%) of the Required Lenders Maximum Revolving Credit Amount (or, if the Revolving Loan Commitments have been terminated, more than fifty percent (50%) of the Revolving Credit Exposure) have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 12.02); (d) if any Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender or Impacted Lender then: (i) all or any part of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure shall be reallocated among the Revolving Lenders that are Non-Defaulting Lenders in 715347206 14464587 accordance with their respective Applicable Percentages but only to the extent that as a result thereof (x) the sum of all such Non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed the such Non-Defaulting Lenders’ Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Revolving Credit Amount or (B) the Borrowing BaseLoan Limit then in effect, (y) the sum of each such Non-Defaulting Lender’s Revolving Credit Exposure plus such Non-Defaulting Lender’s share under this clause (i) of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed such Non-Defaulting Lender’s Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Revolving Credit Amount or (B) the Borrowing BaseLoan Limit then in effect and (z) the conditions set forth in Section 6.02 are satisfied at such time; provided however, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender 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; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent Agent, Cash Collateralize such Defaulting Lender’s or such Impacted Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.08(j) for so long as such Letter of Credit Exposure is outstanding; (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure pursuant to this Section 2.10(d), the Borrower shall not be required to pay any fees to such Defaulting Lender or Impacted Lender pursuant to Section 3.04(b) with respect to such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure is Cash Collateralized; and (iv) if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.10(d), then the fees payable to the Non-Defaulting Lenders pursuant to Section 3.04 (b) shall be adjusted to give effect to such reallocations in accordance with such Non-Defaulting Lenders’ Applicable Percentages; (e) so long as any Revolving Lender is a Defaulting Lender or an Impacted Lender, the Issuer shall not be required to issue, extend, renew, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Loan Commitments of the Non-Defaulting Lenders and/or Cash Collateralized in accordance with this Section 2.10(e) (and, if applicable, Section 2.08(j)), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.10(d)(i) (and Defaulting Lenders or Impacted Lenders shall not participate therein); and; (f) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 4.01(c) but excluding Section 5.06) shall, in lieu of being distributed to such Defaulting Lender, subject to any Governmental Requirements, 715347206 14464587 (i) first, be applied to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts then owing by such Defaulting Lender to the Issuer hereunder, and (iii) third, any remaining funds to be held in a segregated account as cash collateral for, and application to any future funding obligations of such Defaulting Lender hereunder or as otherwise directed by a court of competent jurisdiction.; and (g) In in the event that the Administrative Agent, the Borrower, and the Issuer agree in writing, that a Defaulting Lender or Impacted Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or Impacted Lender, then the Revolving Credit Exposure of the Revolving Lenders shall be readjusted and reallocated to reflect the inclusion of such Revolving Lender’s Revolving Loan Commitment and on such date such Lender shall purchase at par such of the Revolving Loans and participations in Letters of Credit of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans and participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation; provided however; that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Revolving Lender was a Defaulting Lender or Impacted Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Impacted Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s Lendxx’x having been a Defaulting Lender or Impacted Lender. In the event that the Administrative Agent, the Borrower, and the Issuer agrees that an Impacted Lender has adequately remedied all matters that caused such Lender to be an Impacted Lender, then the Letter of Credit Exposure of the Revolving Lenders shall be readjusted and reallocated on such date such that the Impacted Lender shall purchase at par participations in Letters of Credit from the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation.

Defaulting Lenders or Impacted Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender or Impacted Lender, as the case may be, then the following provisions shall apply for so long as such Lender is a Defaulting Lender or Impacted Lender, as the case may be: (a) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or Third Amended and Restated Credit Agreement – Page 41 715347206 14464587 mandatory, at maturity, pursuant to ARTICLE X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro 715347206 14464587 rata basis of any amounts owing by such Defaulting Lender to the Issuer hereunder; third, to Cash Collateralize the Issuer’s fronting exposure with respect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuer’s future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Agreements are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.10(d). 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 or to post Cash Collateral pursuant to this Section 2.10(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (b) fees shall cease to accrue on the unused amount of such Defaulting Lender’s Applicable Percentage of the Borrowing Base pursuant to Section 3.04(a) and no fees shall be payable to such Defaulting Lender upon an increase in the Borrowing Base if such Lender is a Defaulting Lender pursuant to clause (a), (b) or (d) of the definition thereof; (c) the Applicable Percentage of the Aggregate Maximum CreditElected Commitment Credit Amount or Loans or participation interests in Letters of Credit of such Defaulting Lender shall not be included in determining whether the Majority Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 12.02);; Third Amended and Restated Credit Agreement – Page 42 715347206 14464587 (d) if any Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender or Impacted Lender then: (i) : all or any part of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure shall be reallocated among the Non-Non- Defaulting Lenders in 715347206 14464587 accordance with their respective Applicable Percentages but only to the extent that as a result thereof (x) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed the Non-Defaulting Lenders’ Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Limit Base then in effect, (y) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure plus such Non-Defaulting Lender’s share under this clause (i) of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed such Non-Defaulting Lender’s Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Limit Base then in effect and (z) the conditions set forth in Section 6.02 are satisfied at such time; provided however, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender 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; (ii) ; if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent Cash Collateralize such Defaulting Lender’s or such Impacted Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.08(j) for so long as such Letter of Credit Exposure is outstanding; (iii) ; if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure pursuant to this Section 2.10(d), the Borrower shall not be required to pay any fees to such Defaulting Lender or Impacted Lender pursuant to Section 3.04(b) with respect to such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure is Cash Collateralized; and (iv) and if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.10(d), then the fees payable to the Non-Defaulting Lenders pursuant to Section 3.04 (b) shall be adjusted to give effect to such reallocations in accordance with such Non-Defaulting Lenders’ Applicable Percentages; (e) so long as any Lender is a Defaulting Lender or an Impacted Lender, the Issuer shall not be required to issue, extend, renew, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Loan Commitments of the Non-Defaulting Lenders and/or Cash Collateralized in accordance with this Section 2.10(e) (and, if applicable, Section 2.08(j)), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with 715347206 14464587 Section 2.10(d)(i) (and Defaulting Lenders or Impacted Lenders shall not participate therein); and (f) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 4.01(c) but excluding Section 5.06) shall, in lieu of being distributed to such Defaulting Lender, subject to any Governmental Requirements, 715347206 14464587 (i) first, be applied to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts then owing by such Defaulting Lender to the Issuer hereunder, and (iii) third, any remaining funds to be held in a segregated account as cash collateral for, and application to any future funding obligations of such Defaulting Lender hereunder or as otherwise directed by a court of competent jurisdiction. (g) In the event that the Administrative Agent, the Borrower, and the Issuer agree in writing, that a Defaulting Lender or Impacted Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or Impacted Lender, then the Revolving Credit Exposure of the Lenders shall be readjusted and reallocated to reflect the inclusion of such Lender’s Loan Commitment and on such date such Lender shall purchase at par such of the Loans and participations in Letters of Credit of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans and participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation; provided however; that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender or Impacted Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Impacted Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender or Impacted Lender. In the event that the Administrative Agent, the Borrower, and the Issuer agrees that an Impacted Lender has adequately remedied all matters that caused such Lender to be an Impacted Lender, then the Letter of Credit Exposure of the Lenders shall be readjusted and reallocated on such date such that the Impacted Lender shall purchase at par participations in Letters of Credit from the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation.

Defaulting Lenders or Impacted Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender or Impacted Lender, as the case may be, then the following provisions shall apply for so long as such Lender is a Defaulting Lender or Impacted Lender, as the case may be: (a) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or 715347206 14464587 mandatory, at maturity, pursuant to ARTICLE X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro 715347206 14464587 rata basis of any amounts owing by such Defaulting Lender to the Issuer hereunder; third, to Cash Collateralize the Issuer’s fronting exposure with respect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuer’s future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Agreements are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.10(d). 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 or to post Cash Collateral pursuant to this Section 2.10(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (b) fees shall cease to accrue on the unused amount of such Defaulting Lender’s Applicable Percentage of the Borrowing Base pursuant to Section 3.04(a) and no fees shall be payable to such Defaulting Lender upon an increase in the Borrowing Base if such Lender is a Defaulting Lender pursuant to clause (a), (b) or (d) of the definition thereof; (c) the Applicable Percentage of the Aggregate Maximum CreditElected Commitment Credit Amount or Loans or participation interests in Letters of Credit of such Defaulting Lender shall not be included in determining whether the Majority Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 12.02);; 715347206 14464587 (d) if any Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender or Impacted Lender then: (i) : all or any part of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in 715347206 14464587 accordance with their respective Applicable Percentages but only to the extent that as a result thereof (x) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed the Non-Defaulting Lenders’ Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Limit Base then in effect, (y) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure plus such Non-Defaulting Lender’s share under this clause (i) of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed such Non-Defaulting Lender’s Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Limit Base then in effect and (z) the conditions set forth in Section 6.02 are satisfied at such time; provided however, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender 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; (ii) ; if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent Cash Collateralize such Defaulting Lender’s or such Impacted Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.08(j) for so long as such Letter of Credit Exposure is outstanding; (iii) ; if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure pursuant to this Section 2.10(d), the Borrower shall not be required to pay any fees to such Defaulting Lender or Impacted Lender pursuant to Section 3.04(b) with respect to such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure is Cash Collateralized; and (iv) and if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.10(d), then the fees payable to the Non-Defaulting Lenders pursuant to Section 3.04 (b) shall be adjusted to give effect to such reallocations in accordance with such Non-Defaulting Lenders’ Applicable Percentages; (e) so long as any Lender is a Defaulting Lender or an Impacted Lender, the Issuer shall not be required to issue, extend, renew, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Loan Commitments of the Non-Defaulting Lenders and/or Cash Collateralized in accordance with this Section 2.10(e) (and, if applicable, Section 2.08(j)), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.10(d)(i) (and Defaulting Lenders or Impacted Lenders shall not participate therein); and (f) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 4.01(c) but excluding Section 5.06) shall, in lieu of being distributed to such Defaulting Lender, subject to any Governmental Requirements, 715347206 14464587 (i) first, be applied to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts then owing by such Defaulting Lender to the Issuer hereunder, and (iii) third, any remaining funds to be held in a segregated account as cash collateral for, and application to any future funding obligations of such Defaulting Lender hereunder or as otherwise directed by a court of competent jurisdiction. (g) In the event that the Administrative Agent, the Borrower, and the Issuer agree in writing, that a Defaulting Lender or Impacted Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or Impacted Lender, then the Revolving Credit Exposure of the Lenders shall be readjusted and reallocated to reflect the inclusion of such Lender’s Loan Commitment and on such date such Lender shall purchase at par such of the Loans and participations in Letters of Credit of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans and participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation; provided however; that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender or Impacted Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Impacted Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender or Impacted Lender. In the event that the Administrative Agent, the Borrower, and the Issuer agrees that an Impacted Lender has adequately remedied all matters that caused such Lender to be an Impacted Lender, then the Letter of Credit Exposure of the Lenders shall be readjusted and reallocated on such date such that the Impacted Lender shall purchase at par participations in Letters of Credit from the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation.

Defaulting Lenders or Impacted Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender or Impacted Lender, as the case may be, then the following provisions shall apply for so long as such Lender is a Defaulting Lender or Impacted Lender, as the case may be: (a) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to ARTICLE X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro 715347206 14464587 rata basis of any amounts owing by such Defaulting Lender to the Issuer hereunder; third, to Cash Collateralize the Issuer’s fronting exposure with respect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuer’s future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Agreements are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.10(d). 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 or to post Cash Collateral pursuant to this Section 2.10(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (b) fees shall cease to accrue on the unused amount of such Defaulting Lender’s Applicable Percentage of the Borrowing Base pursuant to Section 3.04(a) and no fees shall be payable to such Defaulting Lender upon an increase in the Borrowing Base if such Lender is a Defaulting Lender pursuant to clause (a), (b) or (d) of the definition thereof; (c) the Applicable Percentage of the Aggregate Maximum CreditElected Commitment Amount or Loans or participation interests in Letters of Credit of such Defaulting Lender shall not be included in determining whether the Majority Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 12.02); (d) if any Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender or Impacted Lender then: (i) all or any part of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in Third Amended and Restated Credit Agreement – Page 49 715347206 14464587 716874472 14464587 accordance with their respective Applicable Percentages but only to the extent that as a result thereof (x) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed the Non-Defaulting Lenders’ Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Limit then in effect, (y) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure plus such Non-Non- Defaulting Lender’s share under this clause (i) of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed such Non-Defaulting Lender’s Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Limit then in effect and (z) the conditions set forth in Section 6.02 are satisfied at such time; provided however, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender 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; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent Cash Collateralize such Defaulting Lender’s or such Impacted Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.08(j) for so long as such Letter of Credit Exposure is outstanding; (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure pursuant to this Section 2.10(d), the Borrower shall not be required to pay any fees to such Defaulting Lender or Impacted Lender pursuant to Section 3.04(b) with respect to such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure is Cash Collateralized; and (iv) if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.10(d), then the fees payable to the Non-Defaulting Lenders pursuant to Section 3.04 (b) shall be adjusted to give effect to such reallocations in accordance with such Non-Defaulting Lenders’ Applicable Percentages; (e) so long as any Lender is a Defaulting Lender or an Impacted Lender, the Issuer shall not be required to issue, extend, renew, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Loan Commitments of the Non-Defaulting Lenders and/or Cash Collateralized in accordance with this Section 2.10(e) (and, if applicable, Section 2.08(j)), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.10(d)(i) (and Defaulting Lenders or Impacted Lenders shall not participate therein); and (f) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 4.01(c) but excluding Section 5.06) shall, in lieu of being distributed to such Defaulting Lender, subject to any Governmental Requirements, Third Amended and Restated Credit Agreement – Page 50 715347206 14464587 716874472 14464587 (i) first, be applied to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts then owing by such Defaulting Lender to the Issuer hereunder, and (iii) third, any remaining funds to be held in a segregated account as cash collateral for, and application to any future funding obligations of such Defaulting Lender hereunder or as otherwise directed by a court of competent jurisdiction. (g) In the event that the Administrative Agent, the Borrower, and the Issuer agree in writing, that a Defaulting Lender or Impacted Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or Impacted Lender, then the Revolving Credit Exposure of the Lenders shall be readjusted and reallocated to reflect the inclusion of such Lender’s Loan Commitment and on such date such Lender shall purchase at par such of the Loans and participations in Letters of Credit of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans and participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation; provided however; that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender or Impacted Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Impacted Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender or Impacted Lender. In the event that the Administrative Agent, the Borrower, and the Issuer agrees that an Impacted Lender has adequately remedied all matters that caused such Lender to be an Impacted Lender, then the Letter of Credit Exposure of the Lenders shall be readjusted and reallocated on such date such that the Impacted Lender shall purchase at par participations in Letters of Credit from the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation.

Defaulting Lenders or Impacted Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender or Impacted Lender, as the case may be, then the following provisions shall apply for so long as such Lender is a Defaulting Lender or Impacted Lender, as the case may be: (a) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to ARTICLE X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro 715347206 14464587 rata basis of any amounts owing by such Defaulting Lender to the Issuer hereunder; third, to Cash Collateralize the Issuer’s fronting exposure with respect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuer’s future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Agreements are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.10(d). 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 or to post Cash Collateral pursuant to this Section 2.10(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (b) fees shall cease to accrue on the unused amount of such Defaulting Lender’s Applicable Percentage of the Borrowing Base pursuant to Section 3.04(a) and no fees shall be payable to such Defaulting Lender upon an increase in the Borrowing Base pursuant to Section 3.04(d) if such Lender is a Defaulting Lender pursuant to clause (a), (b) or (de) of the definition thereof; (cb) the Applicable Percentage of the Aggregate Maximum CreditElected Commitment Credit Amount or Loans or participation interests in Letters of Credit of such Defaulting Lender shall not be included in determining whether the Majority Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 12.02); (dc) if any Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender or Impacted Lender then: (i) all or any part of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in 715347206 14464587 accordance with their respective Applicable Percentages but only to the extent that as a result thereof (x) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed the Non-Defaulting Lenders’ Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Limit Base then in effect, (y) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure plus such Non-Defaulting Lender’s share under this clause (i) of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed such Non-Defaulting Lender’s Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Limit Base then in effect and (z) the conditions set forth in Section 6.02 are satisfied at such time; provided however, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender 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;and (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent Cash Collateralize such Defaulting Lender’s or such Impacted Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.08(j) for so long as such Letter of Credit Exposure is outstanding; (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure pursuant to this Section 2.10(d2.10(c), the Borrower shall not be required to pay any fees to such Defaulting Lender or Impacted Lender pursuant to Section 3.04(b) with respect to such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure is Cash Collateralized; and (iv) if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.10(d2.10(c), then the fees payable to the Non-Defaulting Lenders pursuant to Section 3.04 (b) shall be adjusted to give effect to such reallocations in accordance with such Non-Defaulting Lenders’ Applicable Percentages; (ed) so long as any Lender is a Defaulting Lender or an Impacted Lender, the Issuer shall not be required to issue, extend, renew, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Loan Commitments of the Non-Defaulting Lenders and/or Cash Collateralized in accordance with this Section 2.10(e2.10(c) (and, if applicable, Section 2.08(j)), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.10(d)(i2.10(c)(i) (and Defaulting Lenders or Impacted Lenders shall not participate therein); and (fe) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 4.01(c) but excluding Section 5.06) shall, in lieu of being distributed to such Defaulting Lender, subject to any Governmental Requirements, 715347206 14464587 (i) first, be applied to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, be applied pro rata, to the payment of any amounts then owing by such Defaulting Lender to the Issuer hereunder, and (iii) third, any remaining funds to be held in a segregated account as cash collateral for, and application to any future funding obligations of such Defaulting Lender hereunder or as otherwise directed by a court of competent jurisdiction. (g) . In the event that the Administrative Agent, the Borrower, and the Issuer agree in writing, agrees that a Defaulting Lender or Impacted Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or Impacted Lender, then the Revolving Credit Exposure of the Lenders shall be readjusted and reallocated to reflect the inclusion of such Lender’s Loan Commitment and on such date such Lender shall purchase at par such of the Loans and participations in Letters of Credit of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans and participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation; provided however; that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender or Impacted Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Impacted Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender or Impacted Lender. In the event that the Administrative Agent, the Borrower, and the Issuer agrees that an Impacted Lender has adequately remedied all matters that caused such Lender to be an Impacted Lender, then the Letter of Credit Exposure of the Lenders shall be readjusted and reallocated on such date such that the Impacted Lender shall purchase at par participations in Letters of Credit from the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation.

Defaulting Lenders or Impacted Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender or Impacted Lender, as the case may be, then the following provisions shall apply for so long as such Lender is a Defaulting Lender or Impacted Lender, as the case may be: (a) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to ARTICLE X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro 715347206 14464587 rata basis of any amounts owing by such Defaulting Lender to the Issuer hereunder; third, to Cash Collateralize the Issuer’s fronting exposure with respect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuer’s future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Agreements are held by the Lenders pro rata in accordance with the Revolving Loan Commitments under the applicable Facility without giving effect to Section 2.10(d). Any payments, prepayments or other amounts 733476286 14464587 paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral CollateralCollateralize pursuant to this Section 2.10(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.; (b) fees shall cease to accrue on the unused amount of such Defaulting Lender’s Applicable Percentage of the Borrowing Base BaseRevolving Commitment Amount pursuant to Section 3.04(a) and no fees shall be payable to such Defaulting Lender upon an increase in the Borrowing Base if such Lender is a Defaulting Lender pursuant to clause (a), (b) (d) or (de) of the definition thereof; (c) the Applicable Percentage of the Aggregate Maximum CreditElected Commitment Elected CommitmentRevolving Loan Credit Amount or Revolving Loans or participation interests in Letters of Credit of such Defaulting Lender shall not be included in determining whether the Majority Lenders or the Required LendersRevolving Lenders holding more than fifty percent (50%) of the Maximum Revolving Credit Amount (or, if the Revolving Loan Commitments have been terminated, more than fifty percent (50%) of the Revolving Credit Exposure) have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 12.02); (d) if any Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender or Impacted Lender then: (i) all or any part of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure shall be reallocated among the Revolving Lenders that are Non-Defaulting Lenders in 715347206 14464587 accordance with their respective Applicable Percentages but only to the extent that as a result thereof (x) the sum of all such Non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed the thesuch Non-Defaulting Lenders’ Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Revolving Loan Limit then in effect, (y) the sum of each such Non-Defaulting Lender’s Revolving Credit Exposure plus such Non-Defaulting Lender’s share under this clause (i) of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed such Non-Defaulting Lender’s Applicable Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing BaseLoan Revolving Loan Limit then in effect and (z) the conditions set forth in Section 6.02 are satisfied at such time; provided however, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender 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; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent Agent, Cash Collateralize such Defaulting Lender’s or such Impacted Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.08(j) for so long as such Letter of Credit Exposure is outstanding;; 733476286 14464587 (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure pursuant to this Section 2.10(d), the Borrower shall not be required to pay any fees to such Defaulting Lender or Impacted Lender pursuant to Section 3.04(b) with respect to such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure is Cash Collateralized; and (iv) if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.10(d), then the fees payable to the Non-Defaulting Lenders pursuant to Section 3.04 (b) shall be adjusted to give effect to such reallocations in accordance with such Non-Defaulting Lenders’ Applicable Percentages; (e) so long as any Revolving Lender is a Defaulting Lender or an Impacted Lender, the Issuer shall not be required to issue, extend, renew, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Loan Commitments of the Non-Defaulting Lenders and/or Cash Collateralized in accordance with this Section 2.10(e) (and, if applicable, Section 2.08(j)), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.10(d)(i) (and Defaulting Lenders or Impacted Lenders shall not participate therein); and (f) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 4.01(c) but excluding Section 5.06) shall, in lieu of being distributed to such Defaulting Lender, subject to any Governmental Requirements, 715347206 14464587 (i) first, be applied to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts then owing by such Defaulting Lender to the Issuer hereunder, and (iii) third, any remaining funds to be held in a segregated account as cash collateral for, and application to any future funding obligations of such Defaulting Lender hereunder or as otherwise directed by a court of competent jurisdiction.; and (g) In Inin the event that the Administrative Agent, the Borrower, and the Issuer agree in writing, that a Defaulting Lender or Impacted Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or Impacted Lender, then the Revolving Credit Exposure of the Revolving Lenders shall be readjusted and reallocated to reflect the inclusion of such Revolving Lender’s Revolving Loan Commitment and on such date such Lender shall purchase at par such of the Revolving Loans and participations in Letters of Credit of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans and participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation; provided however; that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Revolving Lender was a Defaulting Lender or Impacted Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Impacted Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender or Impacted Lender. In the event that the Administrative Agent, the Borrower, and the Issuer agrees that an Impacted Lender has adequately remedied all matters that caused such Lender to be an Impacted Lender, then the Letter of Credit Exposure of the Lenders shall be readjusted and reallocated on such date such that the Impacted Lender shall purchase at par participations in Letters of Credit from the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to such reallocation.733476286 14464587