Common use of Defaulting Lenders Clause in Contracts

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the Credit Documents that requires the approval of Requisite Lenders, and Borrower shall pay to Administrative Agent such additional amounts of cash as reasonably requested by the Issuing Bank or the Swing Line Lender to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit and Swing Line Loans then outstanding (such amount not to exceed such Defaulting Lender’s right obligations under Sections 2.3 and 2.4). During any Default Period with respect to vote on matters which are subject to the consent or approval of the Required Lenders, each affected a Funds Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender that is no longer a not also an Insolvency Defaulting Lender, except (a) any amounts that would otherwise be payable to such Funds Defaulting Lender with respect to its Revolving Loans and Revolving Commitments under the amount Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) shall, in lieu of being distributed to such Funds Defaulting Lender, be retained by Administrative Agent and applied in the following order of priority: first, to the payment of any amounts owing by such Funds Defaulting Lender to Administrative Agent, second, to the payment of any amounts owing by such Funds Defaulting Lender to the Swing Line Lender, third, to the payment of any amounts owing by such Funds Defaulting Lender to the Issuing Bank, and fourth, to the payment of the Revolving Loans of other Lenders (but not to the Revolving Loans of such Funds Defaulting Lender) as if such Funds Defaulting Lender had funded all Defaulted Loans of such Funds Defaulting Lender; and (b) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. During any Default Period with respect to an Insolvency Defaulting Lender, any amounts that would otherwise be payable to such Insolvency Defaulting Lender under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees including fees payable under Section 2.11) may, in lieu of being distributed to such Insolvency Defaulting Lender, be retained by Administrative Agent to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by Administrative Agent. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrower of its obligations hereunder and the Defaulting Lender may other Credit Documents shall not be changed without its consent. If excused or otherwise modified as a result of any Lender becoming a Defaulting Lender has failed or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to fund its pro rata share of any Advance other rights and until such time as remedies which Borrower may have against such Defaulting Lender subsequently funds its pro rata share as a result of such Advance, all Obligations owing to it becoming a Defaulting Lender and which Administrative Agent or any Lender may have against such Defaulting Lender hereunder with respect thereto. If any Letter of Credit Usage exists at the time such Lender becomes a Defaulting Lender then all or any part of such Letter of Credit Usage shall be subordinated in right of payment, as provided in reallocated among the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the non-Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower Pro Rata Share but only to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iiix) the suspension sum of each non-Defaulting Lender’s Revolving Exposures plus such Defaulting Lender’s right to vote on matters which are subject to Letter of Credit Usage does not exceed the consent total of such non-Defaulting Lender’s Revolving Commitments and (y) no Default or approval Event of the Required Lenders Default exists or all Lendersshall have occurred.

Defaulting Lenders. At such time as If for any reason any Lender (a Lender becomes a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 5 Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote on matters which are subject in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the consent Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or approval of cure periods), in addition to other rights and remedies which the Required LendersAgent or the Borrower may have under the immediately preceding provisions or otherwise, each affected Lender or all Lenders the Agent shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed entitled (i) to fund its pro rata share of any Advance and until such time as collect interest from such Defaulting Lender subsequently funds its pro rata share on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of such Advancethe defaulted payment and any related interest, all Obligations owing any amounts otherwise payable to such Defaulting Lender hereunder shall be subordinated under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in right a court of payment, as provided in competent jurisdiction to recover the following sentence, to the prior payment in full of all principal of, interest on defaulted amount and fees relating to the Loans funded any related interest. Any amounts received by the other Lenders Agent in connection with any such Advance in which the respect of a Defaulting Lender has Lender’s Loans shall not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts be paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof and shall be distributed held by the Administrative Agent and paid to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude such Defaulting Lender upon the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion ’s curing of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersdefault.

Defaulting Lenders. At such time as (a) If a Lender becomes becomes, and during the period it remains, a Defaulting Lender, any amount paid by the Borrower or otherwise received by the Agent for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender’s right to vote on matters which are , but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(c)) the consent or approval termination of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance Commitments and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal ofobligations of the Borrower hereunder and will be applied by the Agent, interest on and fees relating to the Loans funded fullest extent permitted by law, to the other Lenders making of payments from time to time in connection with the following order of priority: first to the payment of any amounts owing by such Advance in which the Defaulting Lender has not funded its pro rata share (such principalto the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees being referred then due and payable to as “Senior Loans” for the purposes Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of this section). All such fees then due and payable to them, fourth to pay principal then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts paid by thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and sixth after the termination of the Commitments and payment in full of all obligations of the Borrower or the Guarantor and otherwise due hereunder, to be applied to the Obligations pay amounts owing under this Agreement to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the or as a court of competent jurisdiction may otherwise direct. Any payments, prepayments or other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been amounts paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed or payable to a Defaulting Lender but for the operation of that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender 2.18 shall be deemed paid to and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of redirected by such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders, and each Lender irrevocably consents hereto.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender’s right , such Defaulting Lender shall be deemed not to vote on matters which are subject be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the consent or Loan Documents that requires the approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a . During any Default Period with respect to an Insolvency Defaulting Lender, except any amounts that would otherwise be payable to such Insolvency Defaulting Lender under the amount Loan Documents (including, without limitation, voluntary and mandatory prepayments and fees) may, in lieu of being distributed to such Insolvency Defaulting Lender, at the written direction of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, Borrower to the prior payment in full of all principal ofAdministrative Agent, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed retained by the Administrative Agent to the other Lenders collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments an amount reasonably determined by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to Administrative Agent. The rights and remedies against a Defaulting Lender but for the operation of under this Section 10.14. This provision governs only 2.20 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance Administrative Agent or any Lender may have against such Defaulting Lender with the terms of this Agreementrespect thereto. The provisions of this section Administrative Agent shall apply and not be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement required to ascertain or inquire as to the contrary, (ii) existence of any instruction of the Borrower as to its desired application of payments Funds Defaulting Lender or (iii) the suspension of such Insolvency Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as (a) If a Lender becomes becomes, and during the period it remains, a Defaulting Lender, any amount paid by the Company or otherwise received by the Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender’s right to vote on matters which are subject to , but will instead be retained by the consent or approval of Agent in a segregated non-interest bearing account until the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal ofobligations of the Company hereunder, interest on and fees relating will be applied by the Agent, to the Loans funded fullest extent permitted by law, to the other Lenders making of payments from time to time in connection with the following order of priority: first to the payment of any amounts owing by such Advance in which the Defaulting Lender has not funded its pro rata share (such principalto the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Lenders of the applicable Class, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees being referred then due and payable to as “Senior Loans” for the purposes Non-Defaulting Lenders of the applicable Class hereunder in respect of this section). All Agreement, ratably among them in accordance with the amounts paid by the Borrower or the Guarantor of such fees then due and otherwise payable to them, fourth to pay principal then due to be applied and payable to the Obligations Non-Defaulting Lenders of the applicable Class hereunder in respect of this Agreement ratably in accordance with the amounts thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders of the applicable Class, and sixth, after the payment in full in cash of all obligations of the Company hereunder, to pay amounts owing under this Agreement to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the or as a court of competent jurisdiction may otherwise direct. Any payments, prepayments or other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been amounts paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed or payable to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of redirected by such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders, and each Lender irrevocably consents hereto.

Defaulting Lenders. At such time as (a) If a Lender becomes becomes, and during the period it remains, a Defaulting Lender, any amount paid by the Borrower or otherwise received by the Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender’s right to vote on matters which are , but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.18(c)) the consent or approval termination of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance Commitments and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal ofobligations of the Borrower hereunder and will be applied by the Agent, interest on and fees relating to the Loans funded fullest extent permitted by law, to the other Lenders making of payments from time to time in connection with the following order of priority: first to the payment of any amounts owing by such Advance in which the Defaulting Lender has not funded its pro rata share (such principalto the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees being referred then due and payable to as “Senior Loans” for the purposes Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of this section). All such fees then due and payable to them, fourth to pay principal then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts paid by thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and sixth after the termination of the Commitments and payment in full of all obligations of the Borrower or the Guarantor and otherwise due hereunder, to be applied to the Obligations pay amounts owing under this Agreement to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the or as a court of competent jurisdiction may otherwise direct. Any payments, prepayments or other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been amounts paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed or payable to a Defaulting Lender but for the operation of that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender 2.18 shall be deemed paid to and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of redirected by such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders, and each Lender irrevocably consents hereto.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Revolving Credit Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase in such Lender’s Revolving Credit Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Administrative Agent so directs at the time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Revolving Credit Commitments and outstanding Loans shall be excluded for purposes of calculating any facility fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender’s Revolving Credit Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender pursuant (and any Letter of Credit fee otherwise payable to a Lender who is a Defaulting Lender shall instead be paid to the terms hereof L/C Issuer for its use and benefit); (d) the utilization of Revolving Credit Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender; and (e) if so requested by the L/C Issuer at any time during the Defaulting Lender Period with respect to such Defaulting Lender, each Borrower shall deliver to the Administrative Agent cash collateral in an amount equal to such Defaulting Lender’s Revolver Percentage of L/C Obligations owed by such Borrower that are then outstanding (to be, held by the Administrative Agent to as set forth in Section 9.4 hereof). No Revolving Credit Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 1.15, performance by any Borrower of its obligations hereunder and the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will Loan Documents shall not be made in connection with future payments by the Borrower to the extent excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.141.15. This provision governs only The rights and remedies against a Defaulting Lender under this Section 1.15 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrowers may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject Notwithstanding anything herein to the consent or approval contrary, any amount paid by the Borrower for the account of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will be retained by the Administrative Agent in a segregated non-interest bearing account until the Termination Date, at which time the funds in such account will be applied by the Administrative Agent, to fund its pro rata share the fullest extent permitted by law, in the following order of priority: first, to the payment of any Advance and until such time as amounts owing by such Defaulting Lender subsequently funds its pro rata share to the Administrative Agent under this Agreement; second, to the payment of interest due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably among them in accordance with the amounts of such Advanceinterest then due and payable to them; third, all Obligations to the payment of fees then due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably among them in accordance with the amounts of such fees then due and payable to them; fourth, to the payment of principal then due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably in accordance with the amounts thereof then due and payable to them; fifth, to the ratable payment of other amounts then due and payable to the Lenders hereunder that are not Defaulting Lenders; and sixth, to pay amounts owing under this Agreement to such Defaulting Lender hereunder or as a court of competent jurisdiction may otherwise direct. No Defaulting Lender shall be subordinated in right of payment, as provided in entitled to receive any Unused Fee or Reduction Fee for any period during which that Lender is a Defaulting Lender (and the following sentence, Borrower shall not be required to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with pay any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower Unused Fee or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts Reduction Fee that otherwise would have been distributed required to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower have been paid to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such that Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders).

Defaulting Lenders. At such time as a Lender becomes a Defaulting LenderNotwithstanding anything to the contrary contained herein, such Defaulting Lender’s right to vote on matters which are the provisions of this Section shall be subject to the consent express provisions of this Agreement that require, or approval of the Required permit, differing payments to be made to Lenders that are not Defaulting Lenders, each affected as opposed to Defaulting Lenders. If any Lender or shall fail to make any payment required to be made by it pursuant to this Section, then the Revolver Agent may, in its discretion (notwithstanding any contrary provision of this Agreement), apply any amounts thereafter received by the Revolver Agent for the account of such Lender to satisfy such Lender’s obligations to the Revolver Agent under such Sections until all Lenders such unsatisfied obligations are fully paid. In addition to the foregoing, any Lender that fails at any time to comply with the provisions of this Section 8.04 shall be immediately suspended deemed a Defaulting Lender until such time as the Lender it performs its obligations hereunder and is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If otherwise a Defaulting Lender has failed to fund its pro rata share of for any Advance and until such time as such other reason. A Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right deemed to have assigned any and all payments due to it from the Borrowers, whether on account of paymentor relating to outstanding Revolving Loans, as provided in the following sentenceCanadian Loans, Letters of Credit or interest, fees or otherwise related to a Revolving Loan, Canadian Loan or Letter of Credit, to the prior payment in full of all principal remaining Non-Defaulting Lenders for application to, and reduction of, interest on and fees relating their respective Equalization Percentage of the Aggregate Revolving/Canadian Facility Exposure. Each Defaulting Lender hereby authorizes the Revolver Agent to distribute such payments to the Loans funded by the other Non-Defaulting Lenders in connection with any proportion to their respective Equalization Percentages of the Aggregate Revolving/Canadian Facility Exposure to which such Advance in which the Lenders are entitled. A Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by deemed to have satisfied the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation provisions of this Section 10.14. This provision governs only the relationship among the Administrative Agent8.04 when and if, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation as a result of application of the Borrower assigned payments to repay all Loans Equalization Percentages of the Aggregate Revolving/Canadian Facility Exposure to the Non-Defaulting Lenders, the Lenders’ respective Equalization Percentage of the Aggregate Revolving/Canadian Facility Exposure have returned to those in accordance with the terms effect immediately prior to such violation of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all LendersSection 8.04.

Defaulting Lenders. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Agent, the Borrower shall Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(c) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than 105% of the Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time as a Lender becomes a (the “Minimum Collateral Amount”). The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Agent, for the benefit of itself, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s right obligation to vote on matters which are fund participations in respect of LC Disbursements, to be applied as provided below. If at any time the Agent determines that Cash Collateral is subject to any right or claim of any Person other than the consent Agent as herein provided, or approval that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Agent, pay or provide to the Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.4(k)(ii) or Section 2.15 in respect of Letters of Credit shall be applied to the satisfaction of the Required LendersDefaulting Lender’s obligation to fund participations in respect of LC Disbursements (including, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer to Cash Collateral provided by a Defaulting Lender, except that any interest accrued on such obligation) for which the amount Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.4(k)(ii) following (A) the elimination of the Commitment applicable Fronting Exposure (including by the termination of Defaulting Lender status of the Defaulting Lender applicable Lender), or (B) the determination by the Agent that there exists excess Cash Collateral; provided that, subject to Section 2.15 the Person providing Cash Collateral and the Agent may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder agree that Cash Collateral shall be subordinated in right of payment, as provided in the following sentence, held to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the support future anticipated Fronting Exposure or other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersobligations.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.15 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as (a) If a Lender becomes becomes, and during the period it remains, a Defaulting Lender, any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender’s right to vote on matters which are , but will instead be retained by the Administrative Agent in a segregated non‑interest bearing account until (subject to Section 2.18(d)) the consent or approval termination of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance Commitments and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal ofobligations of the Borrower hereunder and will be applied by the Administrative Agent, interest on and fees relating to the Loans funded fullest extent permitted by law, to the other Lenders making of payments from time to time in connection with the following order of priority: first to the payment of any amounts owing by such Advance in which the Defaulting Lender has not funded its pro rata share (such principalto the Administrative Agent under this Agreement, second to the payment of post‑default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees being referred then due and payable to as “Senior Loans” for the purposes Non‑Defaulting Lenders hereunder, ratably among them in accordance with the amounts of this section). All such fees then due and payable to them, fourth to pay principal then due and payable to the Non‑Defaulting Lenders hereunder ratably in accordance with the amounts paid by thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non‑Defaulting Lenders, and sixth after the termination of the Commitments and payment in full of all obligations of the Borrower or the Guarantor and otherwise due hereunder, to be applied to the Obligations pay amounts owing under this Agreement to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent or as a portion court of the Senior Loans had been repaid with amounts that competent jurisdiction may otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersdirect.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the Credit Documents that requires the approval of Requisite Lenders, and Borrowers shall pay to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bank or Swing Line Lender to be held as security for Borrowers’ reimbursement Obligations in respect of Letters of Credit and Swing Line Loans then outstanding (such amount not to exceed such Defaulting Lender’s right obligations under Section 2.3 and 2.4) (after taking into account the reallocation of such Defaulting Lender’s participation obligations pro rata, among the non-Defaulting Lenders (so long as no such non-Defaulting Lender’s Revolving Exposure, after giving effect to vote on matters which are subject such reallocation, exceeds its Revolving Commitment) provided for in the immediately succeeding sentence). During any Default Period with respect to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a any Defaulting Lender, except (a) any amounts that the amount of the Commitment of the Defaulting Lender may not would otherwise be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing payable to such Defaulting Lender hereunder shall with respect to its Revolving Loans and Revolving Commitments under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) may, in lieu of being distributed to such Defaulting Lender, at the written direction of Borrowers to Administrative Agent, be subordinated in right of payment, as provided retained by Administrative Agent and applied in the following sentenceorder of priority: first, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded any amounts owing by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to Administrative Agent and to collateralize indemnification and reimbursement obligations of such Defaulting Lender in an amount reasonably determined by Administrative Agent, second, to the terms hereof shall be distributed payment of any amounts owing by the Administrative Agent such Defaulting Lender to Swing Line Lender, third, to the payment of any amounts owing by such Defaulting Lender to Issuing Bank, and fourth, to the payment of the Revolving Loans of other Lenders in accordance with their respective pro rata shares (recalculated for but not to the purposes hereof to exclude the Revolving Loans of such Defaulting Lender) until as if such Defaulting Lender had funded all Senior Defaulted Loans have been paid in full. After of such Defaulting Lender; (b) the Senior Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans have been paid in full equitable adjustments will of such Defaulting Lender; and (c) any Revolving Loans to be made or participation interests with respect to Letters of Credit or Swing Line Loans shall first be reallocated to non-Defaulting Lenders holding Revolving Commitments (but not in connection with future payments by the Borrower excess of such Lenders’ Revolving Commitments) prior to the extent requirement that Borrowers provide Cash to secure the Borrowers’ reimbursement Obligations. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrowers of their Obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to any Lender becoming a Defaulting Lender but for or the operation of this Section 10.142.22. This provision governs only the relationship among the Administrative Agent, each The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which Borrowers may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which Administrative Agent or any Lender may have against such Defaulting Lender with respect thereto. Administrative Agent shall not be required to ascertain or inquire as to the other Lenders; nothing hereunder shall limit the obligation existence of the Borrower to repay all Loans in accordance with the terms of this Agreementany Defaulting Lender. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Notwithstanding any other provision of this Agreement to the contrary, solely to the extent that and so long as the application of Section 2.22(a) with respect to an Insolvency Defaulting Lender would violate the Bankruptcy Code or any final order of a court of competent jurisdiction entered pursuant to a bankruptcy or similar insolvency proceeding with respect to such Insolvency Defaulting Lender, Section 2.20(a) shall not apply with respect to such Insolvency Defaulting Lender, and any amounts that would otherwise be payable to such Insolvency Defaulting Lender under the Credit Documents (iiincluding without limitation, voluntary prepayments and fees) any instruction shall, to the extent permitted under applicable law and at the written direction of the Borrower as Borrowers to its desired application of payments or (iii) Administrative Agent, be retained by Administrative Agent to collateralize the suspension indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by Administrative Agent, in lieu of being distributed to such Insolvency Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders Lenders, shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower Borrower, the Parent Entities or the Guarantor Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At No Defaulting Lender shall be entitled to receive any Commitment Fee pursuant to Section 2.08(a) for any period during which it is a Defaulting Lender (and the Borrowers shall not be required to pay any such time as a Commitment Fee that would otherwise have been required to have been paid to such Defaulting Lender). No Defaulting Lender becomes shall be entitled to receive any Letter of Credit Fee pursuant to Section 2.03(i) for any period during which it is a Defaulting Lender, (i) if such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such become a Defaulting Lender pursuant to clause (a) or (c) of the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the definition of “Defaulting Lender” or (ii) until all Senior Loans in respect of any Letter of Credit with respect to which the Borrowers have provided Risk Participation Cash Collateral pursuant to Section 2.03(a)(ii)(G) (and in the case of clauses (i) and (ii), the Borrowers shall not be required to pay any such Letter of Credit Fee that would otherwise have been required to be paid to such Defaulting Lender), except that, (A) in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent case of a portion Fronted Letter of the Senior Loans had been repaid with amounts that otherwise would have been distributed to Credit, if such Defaulting Lender has become a Defaulting Lender but pursuant to clause (a) or (c) of the definition of “Defaulting Lender” and the Borrowers have not provided Risk Participation Cash Collateral pursuant to Section 2.03(a)(ii)(G) with respect to such Letter of Credit, then the Borrowers shall instead pay such Letter of Credit Fee to the Fronting L/C Issuer, and (B) in the case of a Several Letter of Credit, and whether or not the Borrowers have provided Risk Participation Cash Collateral pursuant to Section 2.03(a)(ii)(G) with respect to such Letter of Credit, (x) if Bank of America is the Limited Fronting Lender for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each such Defaulting Lender with respect to such Letter of Credit, the Borrowers shall be required to pay to Bank of America a fee equal to 0.25% per annum on the actual daily maximum amount available to be drawn under such Several Letter of Credit and (y) if another Lender is the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Limited Fronting Lender for such Defaulting Lender’s right Lender with respect to vote on matters which are subject such Several Letter of Credit, the Borrowers shall pay to such Limited Fronting Lender such fee as the consent or approval of the Required Lenders or all LendersBorrowers may have agreed to pay in such circumstance.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Revolving Credit Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase in such Lender’s Revolving Credit Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Administrative Agent so directs at the time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Revolving Credit Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender’s Revolving Credit Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender pursuant (and any Letter of Credit fee otherwise payable to a Lender who is a Defaulting Lender shall instead be paid to the terms hereof L/C Issuer for its use and benefit); (d) the utilization of Revolving Credit Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender; and (e) if so requested by the L/C Issuer at any time during the Defaulting Lender Period with respect to such Defaulting Lender, the Borrower shall deliver to the Administrative Agent cash collateral in an amount equal to such Defaulting Lender’s Revolver Percentage of L/C Obligations then outstanding (to be, held by the Administrative Agent to the other Lenders as set forth in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid Section 9.4 hereof). No Revolving Credit Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 1.14, performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.141.14. This provision governs only The rights and remedies against a Defaulting Lender under this Section 1.14 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase in such Lender’s Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if Administrative Agent so directs at the other Lenders in connection with any time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.12 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.12 with respect to such Defaulting Lender’s Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender pursuant (and any Letter of Credit fee otherwise payable to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to Lender who is a Defaulting Lender but shall instead be paid to the L/C Issuer for its use and benefit); (d) the operation utilization of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Commitments as at any date of determination shall be calculated as if such Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay had funded all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender; and (e) if so requested by the L/C Issuer at any time during the Defaulting Lender Period with respect to such Defaulting Lender, Borrower shall deliver to Administrative Agent cash collateral in an amount equal to such Defaulting Lender’s right Percentage of L/C Obligations then outstanding (to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.be, held by Administrative Agent as set forth in Section 8.4

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a an Insolvency Defaulting Lender, then during any Default Period with respect to such Insolvency Defaulting Lender, such Insolvency Defaulting Lender shall be deemed not to be a “Lender’s right ” for purposes of any amendment, waiver or consent with respect to vote on matters which are subject to any provision of the consent or Credit Documents that requires the approval of the Required Requisite Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a . During any Default Period with respect to an Insolvency Defaulting Lender, except any amounts that the amount of the Commitment of the would otherwise be payable to such Insolvency Defaulting Lender may not be changed under the Credit Documents (including, without its consent. If a Defaulting Lender has failed to fund its pro rata share limitation, voluntary and mandatory prepayments and fees) may, in lieu of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing being distributed to such Insolvency Defaulting Lender hereunder shall Lender, at the written direction of Borrower to Administrative Agent, be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded retained by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by Administrative Agent. Performance by Borrower of its obligations hereunder and the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will Credit Documents shall not be made in connection with future payments by the Borrower to the extent excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a any Lender becoming an Insolvency Defaulting Lender but for or the operation of this Section 10.142.19. This provision governs only the relationship among the Administrative Agent, each The rights and remedies against an Insolvency Defaulting Lender under this Section 2.19 are in addition to other rights and remedies which Borrower may have against such Insolvency Defaulting Lender as a result of it becoming an Insolvency Defaulting Lender and the other Lenders; nothing hereunder which Administrative Agent or any Lender may have against such Insolvency Defaulting Lender with respect thereto. Administrative Agent shall limit the obligation of the Borrower not be required to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement ascertain or inquire as to the contrary, (ii) existence of any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Insolvency Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender, other than at the direction or request of any regulatory agency or authority, defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Term Loan (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender’s right ” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to vote on matters which are subject any of the Credit Documents; (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Default Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, (i) any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to shall be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and the Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Loans shall be applied to the Loans of other Lenders (but not to the Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that Borrowers shall be entitled to retain any portion of any mandatory prepayment of the Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); and (c) such Defaulting Lender’s Term Loan Commitment and outstanding Loans shall be excluded for purposes of calculating the Term Loan Commitment fee and any Payment Premium payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Term Loan Commitment fee pursuant to the terms hereof Section 2.8 with respect to such Defaulting Lender’s Term Loan Commitment in respect of any Default Period with respect to such Defaulting Lender and any Payment Premium. No Term Loan Commitment of any Lender shall be distributed increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.18, performance by the Administrative Agent to Borrowers of their obligations hereunder and the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will Credit Documents shall not be made in connection with future payments by the Borrower to the extent excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for any Funding Default or the operation of this Section 10.142.18. This provision governs only the relationship among the Administrative Agent, each The rights and remedies against a Defaulting Lender under this Section 2.18 are in addition to other rights and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of remedies which Borrowers may have against such Defaulting Lender’s right Lender with respect to vote on matters any Funding Default and which are subject Administrative Agent or any Lender may have against such Defaulting Lender with respect to the consent or approval of the Required Lenders or all Lendersany Funding Default.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the Credit Documents that requires the approval of Requisite Lenders, and Borrower shall pay to Administrative Agent such additional amounts of cash as reasonably requested by the Issuing Bank or the Swing Line Lender to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit and Swing Line Loans then outstanding (such amount not to exceed such Defaulting Lender’s right obligations under Sections 2.3 and 2.4). During any Default Period with respect to vote on matters which are subject to the consent or approval of the Required Lenders, each affected a Funds Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender that is no longer a not also an Insolvency Defaulting Lender, except (a) any amounts that would otherwise be payable to such Funds Defaulting Lender with respect to its Revolving Loans and Revolving Commitments under the amount Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) shall, in lieu of being distributed to such Funds Defaulting Lender, be retained by Administrative Agent and applied in the following order of priority: first, to the payment of any amounts owing by such Funds Defaulting Lender to Administrative Agent, second, to the payment of any amounts owing by such Funds Defaulting Lender to the Swing Line Lender, third, to the payment of any amounts owing by such Funds Defaulting Lender to the Issuing Bank, and fourth, to the payment of the Revolving Loans of other Lenders (but not to the Revolving Loans of such Funds Defaulting Lender) as if such Funds Defaulting Lender had funded all Defaulted Loans of such Funds Defaulting Lender; and (b) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. During any Default Period with respect to an Insolvency Defaulting Lender, any amounts that would otherwise be payable to such Insolvency Defaulting Lender under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees including fees payable under Section 2.11) may, in lieu of being distributed to such Insolvency Defaulting Lender, be retained by Administrative Agent to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by Administrative Agent. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrower of its obligations hereunder and the Defaulting Lender may other Credit Documents shall not be changed without its consent. If excused or otherwise modified as a result of any Lender becoming a Defaulting Lender has failed or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to fund its pro rata share of any Advance other rights and until such time as remedies which Borrower may have against such Defaulting Lender subsequently funds its pro rata share as a result of such Advance, all Obligations owing to it becoming a Defaulting Lender and which Administrative Agent or any Lender may have against such Defaulting Lender hereunder with respect thereto, subject in each case to Section 10.35. If any Letter of Credit Usage exists at the time such Lender becomes a Defaulting Lender then all or any part of such Letter of Credit Usage shall be subordinated in right of payment, as provided in reallocated among the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the non-Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower Pro Rata Share but only to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iiix) the suspension sum of each non-Defaulting Lender’s Revolving Exposures plus such Defaulting Lender’s right to vote on matters which are subject to Letter of Credit Usage does not exceed the consent total of such non-Defaulting Lender’s Revolving Commitments and (y) no Default or approval Event of the Required Lenders Default exists or all Lendersshall have occurred.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Parent Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase in such Lender’s Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Administrative Agent so directs at the time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender’s Revolving Credit Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender pursuant (and any letter of credit fee otherwise payable to a Lender who is a Defaulting Lender shall instead be paid to the terms hereof L/C Issuer for its use and benefit); (d) the utilization of Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender; and (e) if so requested by the L/C Issuer at any time during the Defaulting Lender Period with respect to such Defaulting Lender, the Borrower shall deliver to the Administrative Agent cash collateral in an amount equal to such Defaulting Lender’s Revolver Percentage of L/C Obligations then outstanding (to be held by the Administrative Agent to the other Lenders as set forth in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid Section 9.4 hereof). No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 1.15, performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.141.15. This provision governs only The rights and remedies against a Defaulting Lender under this Section 1.15 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that that, without the consent of such Lender, (i) the amount of the Commitment of the Defaulting Lender may not be changed without its consentincreased, (ii) the Facility Termination Date and the time of payment of any principal or interest due to such Defaulting Lender may not be extended (except as provided in Section 2.1), and (iii) no portion of the principal amount of any Loan due to such Defaulting Lender or accrued interest thereon may be forgiven. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this the Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this the Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Revolving Credit Commitments shall be excluded for purposes of determining “Required Lenders” (provided, that the foregoing shall not permit an increase in such Lender’s Revolving Credit Commitments or an extension of the maturity date of such Lender’s Revolving Loans or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of paymentthe Revolving Loans shall, as provided in if the following sentenceAdministrative Agent so directs at the time of making such voluntary prepayment, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding; (c) such Defaulting Lender’s Revolving Credit Commitments and outstanding Revolving Loans shall be excluded for purposes of calculating any Unused Line Fee payable to Lenders pursuant to Section 2.06(b) in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Unused Line Fee pursuant to Section 2.06(b) with respect to such Defaulting Lender’s Revolving Credit Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender pursuant (and any Letter of Credit fee otherwise payable to a Lender who is a Defaulting Lender shall instead be paid to the terms hereof L/C Issuer for its use and benefit); (d) the utilization of Revolving Credit Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Revolving Loans of such Defaulting Lender; and (e) if so requested by the L/C Issuer at any time during the Defaulting Lender Period with respect to such Defaulting Lender, the Borrower shall deliver to the Administrative Agent cash collateral in an amount equal to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the such Defaulting Lender) until all Senior Loans have been paid ’s Percentage of Letter of Credit Obligations then outstanding. No Revolving Credit Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 2.14, performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.142.14. This provision governs only The rights and remedies against a Defaulting Lender under this Section 2.14 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender’s right , such Defaulting Lender shall be deemed not to vote on matters which are subject be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the consent or Loan Documents that requires the approval of the Required Lenders, each affected . During any Default Period with respect to a Funds Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender that is no longer a not also an Insolvency Defaulting Lender, except (a) any amounts that would otherwise be payable to such Funds Defaulting Lender with respect to its Commitments under the Loan Documents (including, without limitation, voluntary and mandatory prepayments and fees) may, in lieu of being distributed to such Funds Defaulting Lender, at the written direction of the Borrower to the Administrative Agent, be retained by the Administrative Agent and applied in the following order of priority: first, to the payment of any amounts owing by such Funds Defaulting Lender to the Administrative Agent and to collateralize indemnification and reimbursement obligations of such Funds Defaulting Lender in an amount reasonably determined by the Administrative Agent, and second, to the payment of the Loans of other Lenders (but not to the Loans of such Funds Defaulting Lender) as if such Funds Defaulting Lender had funded all Defaulted Loans of such Funds Defaulting Lender; and (b) the aggregate principal amount of the Commitment all outstanding Loans as at any date of the Defaulting Lender may not determination shall be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time calculated as if such Defaulting Lender subsequently funds its pro rata share had funded all Defaulted Loans of such AdvanceDefaulting Lender. During any Default Period with respect to an Insolvency Defaulting Lender, all Obligations owing any amounts that would otherwise be payable to such Insolvency Defaulting Lender hereunder shall be subordinated under the Loan Documents (including, without limitation, voluntary and mandatory prepayments and fees) may, in right lieu of paymentbeing distributed to such Insolvency Defaulting Lender, as provided in at the following sentence, written direction of the Borrower to the prior payment in full of all principal of, interest on and fees relating Administrative Agent to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principalextent permitted under applicable law, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed retained by the Administrative Agent to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by the other Lenders Administrative Agent. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 2.11(a), performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to any Lender becoming a Defaulting Lender but for or the operation of this Section 10.142.11(a). This provision governs only So long as any Lender is a Defaulting Lender, such Lender shall not be a Hedge Counterparty with respect to any Hedge Agreement entered into while such Lender was a Defaulting Lender . The rights and remedies against a Defaulting Lender under this Section 2.11(a) are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance Administrative Agent or any Lender may have against such Defaulting Lender with the terms of this Agreementrespect thereto. The provisions of this section Administrative Agent shall apply and not be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement required to ascertain or inquire as to the contrary, (ii) existence of any instruction of the Borrower as to its desired application of payments Funds Defaulting Lender or (iii) the suspension of such Insolvency Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such Notwithstanding anything to the contrary contained in this Section 2.3, the Issuing Lender shall not be obligated to issue any Letter of Credit at a time as a when any other Revolving Credit Lender becomes is a Defaulting Lender, unless the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Issuing Lender’s risk with respect to any such Defaulting Lender’s right reimbursement obligations hereunder, including by cash collateralizing such Defaulting Lender’s Revolving Credit Commitment Percentage of the liability with respect to vote such Letter of Credit. On demand by the Issuing Lender or the Administrative Agent from time to time, the Borrowers shall cash collateralize each Defaulting Lender’s Revolving Credit Commitment Percentage of the outstanding L/C Obligations on matters which are terms reasonably satisfactory to the Administrative Agent and the Issuing Lender. Any such cash collateral shall be deposited in a separate account with the Administrative Agent, subject to the consent or approval exclusive dominion and control of the Required LendersAdministrative Agent, as collateral (solely for the benefit of the Issuing Lender) for the payment and performance of each affected Lender or all Lenders Defaulting Lender’s Revolving Credit Commitment Percentage of outstanding L/C Obligations. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Lender immediately suspended until such time as the Lender is no longer a for each Defaulting Lender, except that the amount of the ’s Revolving Credit Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share drawing under any Letter of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded Credit which has not otherwise been reimbursed by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower Borrowers or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders3.1.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall hereundershall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by distributedby the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.. SETOFF;

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Default Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender’s right ” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to vote on matters which are subject any of the Loan Documents; (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Default Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Administrative Agent so directs at the time of receiving such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of the other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender’s Commitment in respect of any Default Period with respect to such Defaulting Lender (and any Letter of Credit fee otherwise payable to a Lender who is a Defaulting Lender shall instead be paid to the Company in the event that the Company has delivered to the L/C Issuer cash collateral pursuant to clause (e) below or, if such cash collateral has not been delivered, to the terms hereof L/C Issuer for its use and benefit); (d) the utilization of Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender; and (e) if so requested by the L/C Issuer at any time during the Default Period with respect to such Defaulting Lender, the Borrowers shall deliver to the Administrative Agent cash collateral in an amount equal to such Defaulting Lender’s Percentage of L/C Obligations then outstanding (to be held by the Administrative Agent to as set forth in Section 9.4 hereof). No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 1.18, performance by the Borrowers of their obligations hereunder and the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will Loan Documents shall not be made in connection with future payments by the Borrower to the extent excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.141.18. This provision governs only The rights and remedies against a Defaulting Lender under this Section 1.18 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrowers may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of Notwithstanding any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, if any Revolving Credit Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (iia) any instruction The Commitment Fee shall cease to accrue on the unused portion of the Revolving Credit Commitments of such Defaulting Lender under Section 2.10(b); (b) 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 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.10 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 rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.04(g) fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its desired application 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 L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of payments Credit issued under this Agreement, in accordance with Section 2.04(g) sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or (iii) Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the suspension L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s right to vote on matters which are subject breach of its obligations under this Agreement; seventh, so long as no Default exists, to the consent 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 approval as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the Required principal amount of any Loans or L/C Borrowings 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 4.02 were satisfied, waived or not required to be made, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders or all Lenders.on a pro rata basis 107

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of Notwithstanding any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: the Unused Commitment Fee payable pursuant to Section 2(g)(iii) shall cease to accrue on the unused Loan Commitment of such Defaulting Lender; the Loan Commitments of such Defaulting Lender shall not be included in determining whether the Lenders have taken or may take any action hereunder (iiincluding any consent to any amendment, waiver or other modification pursuant to Section 9(b)); and LEGAL_US_E # 171549701.1171549701.5 any payment of principal, interest, fees or other amounts received by the Defaulting Lender or the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise) shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any instruction of amounts owing by such Defaulting Lender to the Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its desired application portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of payments or (iii) any amounts owing to the suspension Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s right to vote on matters which are subject breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the consent 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 sixth, to such Defaulting Lender or approval as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the Required principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 3(b) were satisfied or waived, such payment shall be applied solely to pay the Loans of all applicable non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. In the event that the Agent and the Borrower agree that a Defaulting Lender has adequately remedied all Lendersmatters that caused such Lender to be a Defaulting Lender, then the provisions of this Section 2(m) shall cease to apply to such Lender.

Defaulting Lenders. At such time as a If any Lender becomes becomes, and during the period it remains, a Defaulting Lender, if any Letter of Credit is at the time outstanding that such Defaulting Lender’s right Lender may be required to vote fund on matters which are subject to hereunder, the consent or approval applicable Issuing Bank may (except, in the case of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that to the amount of extent the Commitment of Commitments have been fully reallocated pursuant to Section 2.21), by notice to the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance Borrowers and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among through the Administrative Agent, each require the Borrowers to Cash Collateralize the obligations of the Borrowers to such Issuing Bank in respect of such Letter of Credit in amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender to be applied pro rata in respect thereof, or to make other arrangements reasonably satisfactory to the Administrative Agent and such Issuing Bank in its reasonable discretion to protect such Issuing Bank against the other Lenders; nothing hereunder shall limit the obligation risk of non‑payment by such Defaulting Lender. In furtherance of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuingforegoing, if any Lender becomes, and notwithstanding during the period it remains, a Defaulting Lender, each Issuing Bank that has issued a Letter of Credit upon which such Defaulting Lender may be required to fund on hereunder is hereby authorized by the Borrowers (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Administrative Agent, Notices of Borrowing pursuant to Section 2.02(a) in such amounts and in such times as may be required to (i) any other provision reimburse an outstanding Letter of this Agreement to the contraryCredit Advance, and/or (ii) any instruction Cash Collateralize the obligations of the Borrower as Borrowers in respect of outstanding Letters of Credit in an amount at least equal to its desired application the aggregate amount of payments the obligations (contingent or (iiiotherwise) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval Lender in respect of the Required Lenders or all Lenderssuch Letter of Credit.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then (i) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender,” and the amount of such Defaulting Lender’s right Revolving Commitment and Revolving Loans shall be excluded for purposes of voting, and the calculation of voting, on any matters (including the granting of any consents or waivers) with respect to vote on matters which are subject any of the Loan Documents; (ii) to the consent or approval of the Required Lendersextent permitted by applicable Legal Requirements, each affected Lender or all Lenders shall be immediately suspended until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, any voluntary prepayment of the Revolving Loans pursuant to Section 2.10(a) shall, if Borrower or Administrative Agent so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans and the Revolving Exposure of other Lenders in accordance with Section 2.10(c) as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero; (iii) the amount of such Defaulting Lender’s Revolving Commitment, Revolving Loans, LC Exposure and Bank Guarantee Exposure shall be excluded for purposes of calculating the Commitment Fee payable to Lenders pursuant to Section 2.05(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Commitment Fee pursuant to Section 2.05(a) with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; (iv) the Revolving Exposure of all Lenders as at any date of determination shall be calculated as if the non-Defaulting Lenders had funded, pro rata based on their respective Revolving Commitments, all Defaulted Revolving Loans of such Defaulting Lender; and (v) so long as any Lender is no longer a Defaulting Lender, except (I) the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit and (II) the Guarantee Bank shall not be required to issue, amend or increase any Bank Guarantee, unless the Issuing Bank or the Guarantee Bank, as the case may be, is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by Borrower in a manner reasonably satisfactory to the Issuing Bank or the Guarantee Bank, as the case may be (and Defaulting Lenders shall not participate therein). In the event that each of the Administrative Agent, Borrower, the Issuing Bank and the Guarantee Bank agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Revolving Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and (x) on such date, such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Revolving Commitment and (y) on such date or as promptly as possible thereafter, the Issuing Bank and Guarantee Bank shall return any Cash Collateral that was provided by Borrower pursuant to clause (v)(II) and shall amend or replace each Letter of Credit and Bank Guarantee that was issued while such Lender was a Defaulting Lender to include such Lender as a participant therein up to the amount of its Pro Rata Percentage thereof (and the Commitment participations of the other Lenders therein shall be reduced proportionately) and, until each such Letter of Credit and Bank Guarantee is so amended or replaced, such Lender shall purchase a participation interest in each other Lender’s LC Exposure and Bank Guarantee Exposure therein pursuant to arrangements reasonably satisfactory to the Administrative Agent, the Issuing Bank and the Guarantee Bank so that all Non-Defaulting Lenders participate in each such Letter of Credit and Bank Guarantee according to their respective Pro Rata Percentages. Any amounts paid by Borrower for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) may, in lieu of being paid or distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated non-interest bearing account and, subject to any Legal Requirements, be applied at such time or times as may not be changed without its consent. If a determined by the Administrative Agent (A) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (B) second, to fund any amounts owing by such Defaulting Lender under any Letter of Credit or Bank Guarantee, (C) third, to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its pro rata share of any Advance and until such time portion thereof as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of paymentrequired by this Agreement, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded determined by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each (D) fourth, if so determined by the Administrative Agent, held in such account as cash collateral for future funding obligations of the Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of under this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (iE) any other provision of this Agreement fifth, to the contrary, (ii) payment of any instruction amounts owing to the Lenders as a result of the Borrower any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as to its desired application of payments or (iii) the suspension a result of such Defaulting Lender’s right to vote on matters which are subject breach of its obligations under this Agreement, (F) sixth, so long as no Default has occurred and is continuing, to the consent payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (G) seventh, to such Defaulting Lender or approval as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the Required principal amount of any Revolving Loans or repayments of LC Reimbursement Obligations or Bank Guarantee Reimbursement Obligations in respect of which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.02 are satisfied or waived, such payment shall be applied solely to prepay the Revolving Loans of, and LC Reimbursement Obligations and Bank Guarantee Obligations owed to, all Non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Revolving Loans, LC Reimbursement Obligations or all LendersBank Guarantee Reimbursement Obligations owed to, any Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to the immediately preceding sentence shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lenders. At (a) Notwithstanding anything to the contrary herein, any payment of principal, interest, fees or other amounts received by the Agent for the account of any Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise) by the Borrower for the account of a Defaulting Lender under this Agreement will not be required to be paid or distributed to such time as a Lender becomes a Defaulting Lender, but will instead be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender’s right to vote on matters which are subject Lender to the consent or approval Agent under this Agreement; second, to the funding of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until any Advance in respect of which such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any Advance Advances under this Agreement. If such Lender is still a Defaulting Lender and until any amounts remain in such time as account on the date that the Commitments are terminated and all payment obligations of the Borrower hereunder are paid in full, then such amounts will be applied by the Agent to the making of payments in the following order of priority: first, to the payment of any amounts owing by such Defaulting Lender subsequently funds its pro rata share to the Agent hereunder; second, to the payment of such Advance, all Obligations any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension result of such Defaulting Lender’s right to vote on matters which are subject breach of its obligations under this Agreement; third, to the consent payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and, fourth, to pay amounts owing under this Agreement to such Defaulting Lender or approval as a court of competent jurisdiction may otherwise direct; provided that any amounts held as cash collateral for funding obligations of a Defaulting Lender shall be returned to such Defaulting Lender upon the Required Lenders termination of this Agreement and the satisfaction of such Defaulting Lender’s obligations hereunder. Any payments, prepayments or all Lendersother 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 2.18 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then (i) during any Default Period (as defined below) with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender”, and the amount of such Defaulting Lender’s right Revolving Commitment and Revolving Loans and/or Term Loan Commitments, 2018 Incremental Term Loan Commitments, 2020 Incremental Term Loan Commitments, 2021 Incremental Term Loan Commitments and Term Loans shall be excluded for purposes of voting, and the calculation of voting, on any matters (including the granting of any consents or waivers) with respect to vote on matters which are subject to the consent or approval any of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting LenderLoan Documents, except that the amount of such Defaulting Lender’s Revolving Commitment and Revolving Loans and/or Term Loan Commitments, 2018 Incremental Term Loan Commitments, 2020 Incremental Term Loan Commitments, 2021 Incremental Term Loan Commitments and Term Loans shall be included for purposes of voting, and the Commitment calculation of voting, on the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share matters set forth in Section 10.08(b)(i) through 10.08(b)(ix) (including the granting of any Advance and consents or waivers) only to the extent that any such matter disproportionately affects such Defaulting Lender; (ii) to the extent permitted by applicable Legal Requirements, until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing the Default Excess (as defined below) with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, (A) any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principalpursuant to Section 2.10(a) shall, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by if the Borrower or so directs at the Guarantor and otherwise due to time of making such voluntary prepayment, be applied to the Obligations owing Loans and the Revolving Exposure of other Lenders in accordance with Section 2.10(a) as if such Defaulting Lender had no Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (B) any mandatory prepayment of the Loans pursuant to Section 2.10 shall, if the Borrower so directs at the time of making such mandatory prepayment, be applied to the Loans and Revolving Exposure of other Lenders (but not to the Loans and Revolving Exposure of such Defaulting Lender) in accordance with Section 2.10 as if such Defaulting Lender had funded all Defaulted Revolving Loans of such Defaulting Lender, it being understood and agreed that the Borrower shall be entitled to retain any portion of any mandatory prepayment of the Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (B); (iii) the amount of such Defaulting Lender’s Revolving Commitment, Revolving Loans and LC Exposure shall be excluded for purposes of calculating the Commitment Fee payable to Revolving Lenders pursuant to Section 2.05(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Commitment Fee pursuant to Section 2.05(a) with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; (iv) if any LC Exposure exists at the time a Lender becomes a Defaulting Lender then: (A) all or any part of such LC Exposure shall be reallocated among the Revolving Lenders that are not Defaulting Lenders in accordance with their respective Revolving Commitments but, in any case, only to the extent the sum of the Revolving Exposures of all Revolving Lenders that are not Defaulting Lenders does not exceed the total of the Revolving Commitments of all Revolving Lenders that are not Defaulting Lenders; (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected (as reasonably determined by the Administrative Agent), the Borrower shall within three Business Days following notice by the Administrative Agent, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with the procedures set forth in Section 2.18(i) for so long as such LC Exposure is outstanding; (C) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this clause (iv), the Borrower shall not be required to pay any LC Participation Fee to such Defaulting Lender pursuant to Section 2.05(c) with respect to such Defaulting Lender’s LC Exposure during the terms hereof period such Defaulting Lender’s LC Exposure is cash collateralized; (D) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this clause (iv), then the fees payable to the Lenders pursuant to Section 2.05 shall be distributed by the Administrative Agent to the other Lenders adjusted in accordance with their respective pro rata shares such non-Defaulting Lenders’ reallocated LC Exposure; and (recalculated for the purposes hereof to exclude the E) if any Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower ’s LC Exposure is neither cash collateralized nor reallocated pursuant to the extent a portion this clause (iv), then, without prejudice to any rights or remedies of the Senior Loans had been repaid with amounts Issuing Banks or any Lender hereunder, all Commitment Fees that otherwise would have been distributed payable to a such Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance (solely with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement respect to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension portion of such Defaulting Lender’s right Commitment that was utilized by such LC Exposure) and LC Participation Fee payable under Section 2.05 with respect to vote on matters which are subject such Defaulting Lender’s LC Exposure shall be payable to the consent applicable Issuing Banks until such LC Exposure is cash collateralized and/or reallocated; (v) except for purposes of calculating the aggregate Revolving Exposure pursuant to Section 2.09(b), the Revolving Exposure of all Lenders as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Revolving Loans of such Defaulting Lender; and (vi) so long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or approval increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the Required non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with clause (iv) of this Section 2.16(c), 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 clause (iv)(A) of this Section 2.16(c) (and Defaulting Lenders shall not participate therein). In the event that each of the Administrative Agent, the Borrower, and the Issuing Banks agree that a Defaulting Lender has adequately remedied all Lendersmatters that caused such Lender to be a Defaulting Lender, then the LC Exposure and Revolving Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Commitment. No amount of the Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in Section 2.16(c), performance by the Borrower of its obligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified, as a result of any Funding Default or the operation of Section 2.16(c). The rights and remedies against a Defaulting Lender under Section 2.16(c) are in addition to other rights and remedies that the Borrower may have against such Defaulting Lender with respect to any Funding Default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Funding Default. The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than 10 Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.14 will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided, that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent or any non-Defaulting Lender may have against such Defaulting Lender.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the such Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Pro Rata Share of any Advance or any amount owing by it under Section 2.19 hereof with respect to Facility Letters of Credit and until such time as such Defaulting Lender subsequently funds its pro rata share Pro Rata Shares of such AdvanceAdvance or such other amount, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans and Letters of Credit funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share Pro Rata Share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full full, equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.13. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans and other Obligations in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as If a Lender becomes becomes, and during the period it remains, a Defaulting Lender, any amount paid by the Borrower for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender’s right to vote on matters which are subject to , but will instead be retained by the consent or approval Administrative Agent in a segregated non-interest bearing account until the termination of the Required Lenders, each affected Lender Commitments (or all Lenders shall be immediately suspended until such time as the Defaulting Lender is no longer deemed to be a Defaulting Lender pursuant to this Section 2.22) at which time the funds in such account will be applied by the Administrative Agent, to the fullest extent permitted by law, in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to pay principal then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and sixth to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. If the Borrower and the Administrative Agent agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, except that the amount Administrative Agent will so notify the parties hereto, whereupon as of the Commitment effective date specified in such notice and subject to any conditions set forth therein, such Lender will purchase at par such portion of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share outstanding Loans of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any and/or make such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to other adjustments as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent may determine to be necessary to cause the other Loans of the Lenders to be held on a pro rata basis in accordance with their respective pro rata shares (recalculated for the purposes hereof Commitments, whereupon such Lender will cease to exclude the be a Defaulting Lender, and will become a Non-Defaulting Lender (and the Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing) until all Senior Loans have been paid and any amounts held in full. After the Senior Loans have been paid in full equitable segregated non-interest bearing account referenced above shall be distributed to such Lender; provided that no adjustments will be made in connection retroactively with future respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a portion waiver or release of the Senior Loans had any claim of any party hereunder arising from such Lender’s having been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Agent, the Borrowers shall Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(c) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than 105% of the Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time as a Lender becomes a (the “Minimum Collateral Amount”). The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Agent, for the benefit of itself, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s right obligation to vote on matters which are fund participations in respect of LC Disbursements, to be applied as provided below. If at any time the Agent determines that Cash Collateral is subject to any right or claim of any Person other than the consent Agent as herein provided, or approval that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers will, promptly upon demand by the Agent, pay or provide to the Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.4(k)(ii) or Section 2.15 in respect of Letters of Credit shall be applied to the satisfaction of the Required LendersDefaulting Lender’s obligation to fund participations in respect of LC Disbursements (including, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer to Cash Collateral provided by a Defaulting Lender, except that any interest accrued on such obligation) for which the amount Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.4(k)(ii) following (A) the elimination of the Commitment applicable Fronting Exposure (including by the termination of Defaulting Lender status of the Defaulting Lender applicable Lender), or (B) the determination by the Agent that there exists excess Cash Collateral; provided that, subject to Section 2.15 the Person providing Cash Collateral and the Agent may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder agree that Cash Collateral shall be subordinated in right of payment, as provided in the following sentence, held to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the support future anticipated Fronting Exposure or other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersobligations.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of (a) Notwithstanding any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the Credit Documents that requires the approval of Requisite Lenders, and the Borrower shall pay to the Administrative Agent such additional amounts of cash as reasonably requested by the Issuing Bank or Swing Line Lender to be held as security for the Borrower’s reimbursement Obligations in respect of Letters of Credit and Swing Line Loans then outstanding (iisuch amount not to exceed such Defaulting Lender’s obligations under Sections 2.3 and 2.4; provided that if all conditions under Section 3.2 have been satisfied or waived by the Requisite Lenders, such cash-collateralization amount may be reduced by the Borrowing Availability at such time, calculated as if such Defaulting Lender had funded all Defaulting Lender Loans of such Defaulting Lender, to the extent an amount of the Revolving Commitments equal to the amount of such reduction shall be restricted pending the borrowing of Revolving Loans to cash collateralize such reimbursement Obligations in respect of Letters of Credit and Swing Line Loans). During any Default Period with respect to a Funds Defaulting Lender that is not also an Insolvency Defaulting Lender, (a) any instruction amounts that would otherwise be payable to such Funds Defaulting Lender with respect to its Revolving Loans and Revolving Commitments under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) may, in lieu of being distributed to such Funds Defaulting Lender, at the written direction of the Borrower to the Administrative Agent, be retained by Administrative Agent and applied in the following order of priority: first, to the payment any amounts owing by such Funds Defaulting Lender to the Administrative Agent and to collateralize indemnification and reimbursement obligations of such Funds Defaulting Lender in an amount reasonably determined by Administrative Agent, second, to the payment of any amounts owing by such Funds Defaulting Lender to the Swing Line Lender, third, to the payment of any amounts owing by such Funds Defaulting Lender to the Issuing Bank, fourth, to the payment of the Revolving Loans of other Lenders (but not to the Revolving Loans of such Funds Defaulting Lender) as if such Funds Defaulting Lender had funded all Defaulting Lender Loans of such Funds Defaulting Lender, and fifth, to its desired application the payment of payments or (iii) any amounts owing to the suspension Borrower as a result of any final non-appealable judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s right breach of its obligations under this Agreement; and (b) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulting Lender Loans of such Defaulting Lender. During any Default Period with respect to vote on matters which are subject an Insolvency Defaulting Lender, any amounts that would otherwise be payable to such Insolvency Defaulting Lender under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) may, in lieu of being distributed to such Insolvency Defaulting Lender, at the written direction of the Borrower to Administrative Agent to the consent extent permitted under applicable law, be retained by Administrative Agent to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by Administrative Agent. No Revolving Commitment of any Lender shall be increased or approval otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by the Borrower of its obligations hereunder and the Required Lenders other Credit Documents shall not be excused or all Lendersotherwise modified as a result of any Lender becoming a Defaulting Lender or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which the Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which Administrative Agent or any Lender may have against such Defaulting Lender with respect thereto. Administrative Agent shall not be required to ascertain or inquire as to the existence of any Funds Defaulting Lender or Insolvency Defaulting Lender.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of Notwithstanding any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, if at any time there exists a Revolving Credit Lender that is a Defaulting Lender, then so long as such Lender is a Defaulting Lender, (a) if any L/C Exposure exists at such time then (i) all or any part of the L/C Exposure of such Defaulting Lender shall be reallocated among the Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages, but only to the extent the sum of all such non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s L/C Exposure does not exceed the total of all such non-Defaulting Lenders’ Revolving Credit Commitments; provided that at no time shall any non-Defaulting Lender’s share of the Revolving Credit Exposure exceed such non-Defaulting Lender’s Revolving Credit Commitment, (ii) any instruction if the reallocation described in clause (i) cannot, or can only partially, be effected, Borrower shall within one Business Day following notice by the Administrative Agent, cash collateralize for the benefit of the Borrower Issuing Lender only Borrower’s obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) on terms reasonably satisfactory to the Administrative Agent and the Issuing Lender for so long as to its desired application of payments or such L/C Exposure is outstanding, (iii) the suspension if Borrower cash collateralizes any portion of such Defaulting Lender’s right L/C Exposure pursuant to vote on matters which are subject clause (ii) above, Borrower shall not be required to pay any of the fees set forth in subsection 3.8(i) with respect to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is cash collateralized, (iv) if the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the consent Lenders pursuant to subsection 3.8(i) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Credit Commitment Percentages and (v) if all or approval any portion of such Defaulting Lender’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Required Issuing Lender or any other Lender hereunder, all fees under subsection 3.8(i) with respect to such Defaulting Lender’s L/C Exposure shall be payable to the Issuing Lender until and to the extent that such L/C Exposure is reallocated and/or cash collateralized and (b) so long as such Lender is a Defaulting Lender, the Issuing Lender shall not be required to issue, amend, extend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding L/C Exposure will be entirely covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by Borrower in accordance with this subsection 4.19, and participating interests in any newly issued or all Lendersincreased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with subsection 4.19(a)(i) (and such Defaulting Lender shall not participate therein). Without limiting subsection 11.1, this subsection 4.19 may not be amended, waived or otherwise modified without the prior written consent of the Administrative Agent and the Issuing Lender.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase in such Lender’s Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Administrative Agent so directs at the time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender’s Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender pursuant (and any Letter of Credit fee otherwise payable to a Lender who is a Defaulting Lender shall instead be paid to the terms hereof L/C Issuer for its use and benefit); (d) the utilization of Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender; and (e) if so requested by the L/C Issuer at any time during the Defaulting Lender Period with respect to such Defaulting Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount equal to such Defaulting Lender’s Percentage of L/C Obligations then outstanding (to be, held by the Administrative Agent to as set forth in Section 9.4 hereof). No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 1.15, performance by the Borrowers of their obligations hereunder and the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will Loan Documents shall not be made in connection with future payments by the Borrower to the extent excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.141.15. This provision governs only The rights and remedies against a Defaulting Lender under this Section 1.15 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrowers may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as If a Lender becomes holding a Revolving Commitment becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply, notwithstanding anything to the contrary in this Agreement: the LC Exposure and the Swingline Exposure of such Defaulting Lender’s right to vote on matters which are Lender will, subject to the consent or approval of limitation in the Required Lendersproviso below, each affected automatically be reallocated (effective no later than one (1) Business Day after the Administrative Agent has actual knowledge that such Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer with a Revolving Commitment has become a Defaulting Lender, except that ) among the amount of the Commitment of the Non-Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its Lenders pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Revolving Commitments (recalculated for the purposes hereof to exclude calculated as if the Defaulting Lender’s Revolving Commitment was reduced to zero and each Non-Defaulting Lender’s Revolving Commitment had been increased proportionately); provided that the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation; and to the extent that any portion (the “unreallocated portion”) until all Senior Loans have been paid of the LC Exposure and the Swingline Exposure of any Defaulting Lender cannot be reallocated pursuant to Section 2.26(a)(i) above for any reason, the Borrower will, not later than two (2) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the Swingline Lender), (x) Cash Collateralize the obligations of the Defaulting Lender to such Issuing Bank or the Swingline Lender in full. After respect of such LC Exposure or such Swingline Exposure, as the Senior Loans have been paid case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of the LC Exposure and the Swingline Exposure of such Defaulting Lender, (y) in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full equitable the unreallocated portion thereof, or (z) make other arrangements satisfactory to the Administrative Agent, the applicable Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; provided that neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender. If the Borrower, the Administrative Agent, the Issuing Banks and the Swingline Lender agree in writing in their discretion that any Defaulting Lender has ceased to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice, and subject to any conditions set forth therein, the LC Exposure and the Swingline Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment, and such Lender will purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure of the Lenders to be on a pro rata basis in accordance with their respective Revolving Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such Revolving Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing). If any Cash Collateral has been posted with respect to the LC Exposure or the Swingline Exposure of such Defaulting Lender, the Administrative Agent will promptly return such Cash Collateral to the Borrower; provided that no adjustments will be made in connection retroactively with future respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a portion waiver or release of any claim of any party hereunder arising from such Xxxxxx’s having been a Defaulting Lender. So long as any Lender is a Defaulting Lender, no Issuing Bank will be required to issue, amend, extend, renew or increase any Letter of Credit, and the Swingline Lender will not be required to fund any Swingline Loans, as applicable, unless it is satisfied that one hundred percent (100%) of the Senior Loans had been repaid with amounts that otherwise would have been distributed related LC Exposure and Swingline Exposure after giving effect thereto is fully covered or eliminated by any combination satisfactory to the applicable Issuing Bank or the Swingline Lender, as the case may be, of the following: in the case of a Defaulting Lender, the Swingline Exposure and the LC Exposure of such Defaulting Lender but for is reallocated to the operation Non-Defaulting Lenders as provided in Section 2.26(a)(i); in the case of this a Defaulting Lender, without limiting the provisions of Section 10.14. This provision governs only 2.26(a)(ii), the relationship among Borrower Cash Collateralizes its reimbursement obligations in respect of such Letter of Credit or such Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit or such Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent, each the applicable Issuing Bank and the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and in the case of a Defaulting Lender, the Borrower agrees that the face amount of such requested Letter of Credit or the principal amount of such requested Swingline Loan will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender and would otherwise be liable, in which case the other Lenders; nothing hereunder shall limit the obligation obligations of the Borrower Non-Defaulting Lenders in respect of such Letter of Credit or such Swingline Loan will, subject to repay all Loans the limitation in the proviso below, be on a pro rata basis in accordance with the terms Commitments of this Agreement. The the Non-Defaulting Lenders, and the pro rata payment provisions of Section 2.22 will be deemed adjusted to reflect this section shall apply and be effective regardless provision; provided that the sum of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such each Non-Defaulting Lender’s right to vote on matters which are subject to total Revolving Credit Exposure may not in any event exceed the consent or approval Revolving Commitment of such Non-Defaulting Lender as in effect at the Required Lenders or all Lenderstime of such reduction.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase in such Lender’s Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Administrative Agent so directs at the time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender’s Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender pursuant (and any Letter of Credit fee otherwise payable to a Lender who is a Defaulting Lender shall instead be paid to the terms hereof L/C Issuer for its use and benefit); (d) the utilization of Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender; and (e) if so requested by the L/C Issuer at any time during the Defaulting Lender Period with respect to such Defaulting Lender, the Borrower shall deliver to the Administrative Agent cash collateral in an amount equal to such Defaulting Lender’s Percentage of L/C Obligations then outstanding (to be, held by the Administrative Agent to the other Lenders as set forth in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid Section 9.4 hereof). No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 1.14, performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.141.14. This provision governs only The rights and remedies against a Defaulting Lender under this Section 1.14 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as (a) If a Lender becomes becomes, and during the period it remains, a Defaulting Lender, any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender’s right to vote on matters which are , but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.20(c)) the consent or approval termination of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance Commitments and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal ofobligations of the Borrowers hereunder and will be applied by the Agent, interest on and fees relating to the Loans funded fullest extent permitted by law, to the other Lenders making of payments from time to time in connection with the following order of priority: first to the payment of any amounts owing by such Advance in which the Defaulting Lender has not funded its pro rata share (such principalto the Agent under this Agreement, second to the payment of post-default interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor then current interest due and otherwise due to be applied payable to the Obligations Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to pay principal then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and sixth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the or as a court of competent jurisdiction may otherwise direct. Any payments, prepayments or other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been amounts paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed or payable to a Defaulting Lender but for the operation of that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender 2.20 shall be deemed paid to and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of redirected by such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders, and each Lender irrevocably consents hereto.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “Senior Loans” "SENIOR LOANS" for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14SECTION 11.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the “Defaulting Lender” shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.16. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.16 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At such Notwithstanding anything to the contrary contained in this Section 2.2, the Swingline Lender shall not be obligated to make any Swingline Loans at a time as a when any other Revolving Credit Lender becomes is a Defaulting Lender, unless the Swingline Lender has entered into arrangements satisfactory to it to eliminate the Swingline Lender’s risk with respect to any such Defaulting Lender’s right funding obligations hereunder, including by cash collateralizing such Defaulting Lender’s Revolving Credit Commitment Percentage of the applicable outstanding Swingline Loans. On demand by the Swingline Lender or the Administrative Agent from time to vote time, the Borrowers shall cash collateralize each Defaulting Lender’s Revolving Credit Commitment Percentage of the outstanding Swingline Loans on matters which are terms reasonably satisfactory to the Administrative Agent and the Swingline Lender. Any such cash collateral shall be deposited in a separate account with the Administrative Agent, subject to the consent or approval exclusive dominion and control of the Required LendersAdministrative Agent, as collateral (solely for the benefit of the Swingline Lender) for the payment and performance of each affected Lender or all Lenders Defaulting Lender’s Revolving Credit Commitment Percentage of outstanding Swingline Loans. Moneys in such account shall be applied by the Administrative Agent to reimburse the Swingline Lender immediately suspended until such time as the Lender is no longer a for each Defaulting Lender, except that the amount of the ’s Revolving Credit Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Swingline Loans funded which have not otherwise been refunded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower Borrowers or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders2.2.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender, other than at the direction or request of any regulatory agency or authority or due to a temporary disruption in the financial markets generally, defaults (such time as Lender, and each Affiliate of such Lender that is a Lender becomes Lender, a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Loan (in each case, a “Defaulted Loan”), then (i) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be a Non-Voting Lender’s right to vote on matters which are subject ; and (ii) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended during any Default Period and until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Default Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, (A) any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to shall be applied to the Obligations owing outstanding Loans of Lenders other than Defaulting Lenders prior to the outstanding Loans of the Defaulting Lenders, (B) any mandatory prepayment of the Loans shall be applied to the outstanding Loans of Lenders other than Defaulting Lenders prior to the outstanding Loans of the Defaulting Lenders, (C) such Defaulting Lender shall not be entitled to receive any Commitment Fee pursuant to Section 3.11 (Fees) with respect to such Defaulting Lender Lender’s Commitment; and (D) availability of Loans pursuant to the terms hereof Section 2.01(a) (Term Loans) and Section 2.02(a) (Revolving Loans) shall, as at any date of determination, be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Commitment of any Lender shall be distributed increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.08, performance by the Administrative Agent to Borrowers of their obligations hereunder and the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will Financing Documents shall not be made in connection with future payments by the Borrower to the extent excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for any Funding Default or the operation of this Section 10.142.08. This provision governs only The rights and remedies against a Defaulting Lender under this Section 2.08 are in addition to other rights and remedies which the relationship among Borrowers may have against such Defaulting Lender with respect to any Funding Default and which the Administrative Agent, each Agent or any Lender may have against such Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower with respect to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all LendersFunding Default.

Defaulting Lenders. At such time as a (a) Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender’s right , such Defaulting Lender shall be deemed not to vote on matters which are subject be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the consent or Credit Documents that requires the approval of the Required Requisite Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer . During any Default Period with respect to a Defaulting Lender, except (i) any amounts that the amount of the Commitment of the would otherwise be payable to such Defaulting Lender with respect to its Revolving Loans and Revolving Commitments under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) shall, in lieu of being distributed to such Defaulting Lender, be retained by Administrative Agent and applied in the following order of priority: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swing Line Lender hereunder; third, to Cash collateralize the Issuing Banks’ Revolving Exposure with respect to such Defaulting Lender in accordance with clause (f) below; fourth, as Borrower may not be changed without its consent. If a 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 Borrower, to be held in a deposit account and released pro rata share of any Advance and until such time as in order to (x) satisfy such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender hereunder shall be subordinated with respect to future Letters of Credit issued under this Agreement in right of payment, as provided in the following sentenceaccordance with clause (f) below; sixth, to the prior payment in full of all principal of, interest on and fees relating any amounts owing to the Loans funded Lenders, the Issuing Banks or Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the other Issuing Banks or Swing Line Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to against such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent as a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension result of such Defaulting Lender’s right to vote on matters which are subject breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the consent payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by 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 approval as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the Required principal amount of any Credit Extensions 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 3.2 were satisfied or waived, such payment shall be applied solely to pay the Credit Extensions of all Lenders that are not Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Credit Extensions of such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance with their Commitments without giving effect to clause (e) below; and (ii) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. Any payments, prepayments or all Lendersother 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 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which Administrative Agent or any Lender may have against such Defaulting Lender with respect thereto. Administrative Agent shall not be required to ascertain or inquire as to the existence of any Funds Defaulting Lender or Insolvency Defaulting Lender.

Defaulting Lenders. At If any Lender fails to timely fund any portion of a Borrowing or other amount which it is required to fund hereunder, as required under Section 1.6(f), Section 3.2 or elsewhere (a “Defaulting Lender”), the Administrative Agent shall not be obligated to transfer to such time Defaulting Lender any payments made by any of the Borrowers to the Administrative Agent or through a Concentration Account for the Defaulting Lender’s benefit, nor shall such Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Administrative Agent. In its discretion, the Administrative Agent may loan a Borrower the amount of all such payments received or retained by it for the account of such Defaulting Lender. Any amounts so loaned to such Borrower shall bear interest at the rate applicable to Base Rate Loans and for all other purposes of this Agreement shall be treated as if they were Revolving Loans to such Borrower. For purposes of voting or consenting to matters with respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a “Lender”. Until a Defaulting Lender becomes cures its failure to fund its applicable share of any Borrowing, such Defaulting Lender shall not be entitled to any portion of the commitment fee payable under Section 2.1(a) or the letter of credit fee payable under Section 2.1(b) and such portion of the commitment fees and letter of credit fees shall be returned to the Borrowers unless, notwithstanding the existence of a Defaulting Lender, the Borrowers shall have received the full amount of any requested Borrowing, in which case such Defaulting Lender’s right to vote on matters which are subject to the consent or approval portion of the Required Lenders, each affected Lender or all commitment fees and letter of credit fees shall accrue in favor of the Lenders that have funded their respective shares of such requested Borrowing and shall be immediately suspended allocated among such performing Lenders ratably based upon their relative Revolver Percentages. This Section 1.6(g) shall remain effective with respect to such Lender until such time as the Defaulting Lender is shall no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share in default of any Advance and until such time as such Defaulting Lender subsequently funds of its pro rata share obligations under this Agreement; provided, that any portion of such Advance, all Obligations owing any commitment fee or letter of credit fee that has been returned to such Defaulting Lender hereunder shall be subordinated the Borrowers or accrued in right favor of paymentany other Lender, as provided in the following preceding sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded shall be retained by the Borrowers or such other Lenders in connection with any such Advance in which Lender, as the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section)case may be. All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the The terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only 1.6(g) shall not be construed to increase or otherwise affect the relationship among Revolving Credit Commitment of any Lender or relieve or excuse the Administrative Agent, each Defaulting Lender performance by any Borrower of its duties and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersobligations hereunder.

Defaulting Lenders. At such time as a Lender becomes a Defaulting ------------------ Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Majority Lenders, each affected Lender Required Lenders or all Lenders Lenders, shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender and, during the period of such suspension, the calculation of Majority Lenders and Required Lenders shall be made without reference to such Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent's Percentage. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts ------------ paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender and the remainder of the Advances due to such "Defaulting Lender" shall no longer be subordinated but shall be payable on the same basis as payments to the other Lenders. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.15. This provision governs only the relationship among the ------------- Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.this

Defaulting Lenders. At such time as a If any Lender becomes becomes, and during the period it remains, a Defaulting Lender, if any Letter of Credit is at the time outstanding that such Defaulting Lender’s right Lender may be required to vote fund on matters which are subject to hereunder, the consent or approval applicable Issuing Bank may (except, in the case of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that to the amount of extent the Commitment of Commitments have been fully reallocated pursuant to Section 2.21), by notice to the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance Borrowers and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among through the Administrative Agent, each require the Borrowers to Cash Collateralize the obligations of the Borrowers to such Issuing Bank in respect of such Letter of Credit in amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender to be applied pro rata in respect thereof, or to make other arrangements reasonably satisfactory to the Administrative Agent and such Issuing Bank in its reasonable discretion to protect such Issuing Bank against the other Lenders; nothing hereunder shall limit the obligation risk of non-payment by such Defaulting Lender. In furtherance of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuingforegoing, if any Lender becomes, and notwithstanding during the period it remains, a Defaulting Lender, each Issuing Bank that has issued a Letter of Credit upon which such Defaulting Lender may be required to fund on hereunder is hereby authorized by the Borrowers (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Administrative Agent, Notices of Borrowing pursuant to Section 2.02(a) in such amounts and in such times as may be required to (i) any other provision reimburse an outstanding Letter of this Agreement to the contraryCredit Advance, and/or (ii) any instruction Cash Collateralize the obligations of the Borrower as Borrowers in respect of outstanding Letters of Credit in an amount at least equal to its desired application the aggregate amount of payments the obligations (contingent or (iiiotherwise) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval Lender in respect of the Required Lenders or all Lenderssuch Letter of Credit.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender, (x) other than at the direction or request of any regulatory agency or authority, defaults (a “Funds Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Revolving Loan or in making payment in connection with a Letter of Credit Disbursement (in each case, a “Defaulted Loan”) or (y) becomes (or its parent holding company becomes) the subject of an insolvency, bankruptcy, dissolution, liquidation or reorganization proceeding, or if any Lender (or its parent holding company) or any substantial part of its (or its parent holding company’s) Property becomes the subject of an appointment of a receiver, intervenor or conservator, or a trustee or similar officer becomes the subject of a bankruptcy (a “Lender Insolvency Default”) under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect (such time as Lender, at the election of the Borrower, an “Insolvency Defaulting Lender” and, together with any Funds Defaulting Lenders, the “Defaulting Lenders” and each a Lender becomes a “Defaulting Lender”), then during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender’s right ” for purposes of calculating the Required Lenders (including the granting of any consents or waivers) with respect to vote on matters which are subject any of the Loan Documents. Solely with respect to any Funds Defaulting Lender that is not an Insolvency Defaulting Lender, (a) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Default Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, (i) any voluntary prepayment of paymentthe Revolving Loans shall, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by if the Borrower or so directs at the Guarantor and otherwise due to time of making such voluntary prepayment, be applied to the Obligations owing Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero and (ii) any mandatory prepayment of the Revolving Loans shall, if the Borrower so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that the Borrower shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (a); (b) such Defaulting Lender’s Revolving Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Commitment fee pursuant to Section 2.11 with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; and (c) the terms hereof Total Utilization of Revolving Commitments as at any date of determination shall be distributed by calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. Solely in the event of a Lender Insolvency Default, on and after the date which is 30 days after such Lender Insolvency Default, the Administrative Agent and the Borrower may agree, and notify the Lenders to the other Lenders effect, that solely for purposes of any Credit Extension hereunder, the Revolving Commitments shall be reduced to the extent to eliminate the Revolving Commitment of such Insolvency Defaulting Lender (such notice, a “Credit Extension Reallocation Notice”). Such notice shall recalculate each such Lender’s Pro Rata Share of the Revolving Commitments and the aggregate amount of Revolving Commitments, but no Lender's Revolving Commitments shall be increased pursuant to this Section. In addition, such Credit Extension Reallocation Notice may require the Borrower to repay all then outstanding Revolving Loans on a date agreed between the Administrative Agent and the Borrower. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 2.22, performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting any Funding Default or Lender but for Insolvency Default or the operation of this Section 10.142.22. This provision governs only The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which the relationship among Borrower may have against such Defaulting Lender with respect to any Funding Default or Lender Insolvency Default and which the Administrative Agent, each Agent or any Lender may have against such Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower with respect to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a any Funding Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all LendersLender Insolvency Default.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase in such Lender’s Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Administrative Agent so directs at the time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender’s Revolving Credit Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender pursuant (and any letter of credit fee otherwise payable to a Lender who is a Defaulting Lender shall instead be paid to the terms hereof L/C Issuer for its use and benefit); (d) the utilization of Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender; and (e) if so requested by the L/C Issuer at any time during the Defaulting Lender Period with respect to such Defaulting Lender, the Borrower shall deliver to the Administrative Agent cash collateral in an amount equal to such Defaulting Lender’s Revolver Percentage of L/C Obligations then outstanding (to be, held by the Administrative Agent to the other Lenders as set forth in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid Section 9.4 hereof). No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 1.16, performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.141.16. This provision governs only The rights and remedies against a Defaulting Lender under this Section 1.16 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender, other than at the direction or request of any regulatory agency or authority, defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Term Loan (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender’s right ” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to vote on matters which are subject any of the Credit Documents; (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Default Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, (i) any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to shall be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and the Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Loans shall be applied to the Loans of other Lenders (but not to the Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that Borrowers shall be entitled to retain any portion of any mandatory prepayment of the Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); and (c) such Defaulting Lender’s Term Loan Commitment and outstanding Loans shall be excluded for purposes of calculating the Term Loan Commitment fee and any Payment Premium payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Term Loan Commitment fee pursuant to the terms hereof Section 2.8 with respect to such Defaulting Lender’s Term Loan Commitment in respect of any Default Period with respect to such Defaulting Lender or any Payment Premium. No Term Loan Commitment of any Lender shall be distributed increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.18, performance by the Administrative Agent to Borrowers of their obligations hereunder and the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will Credit Documents shall not be made in connection with future payments by the Borrower to the extent excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for any Funding Default or the operation of this Section 10.142.18. This provision governs only the relationship among the Administrative Agent, each The rights and remedies against a Defaulting Lender under this Section 2.18 are in addition to other rights and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of remedies which Borrowers may have against such Defaulting Lender’s right Lender with respect to vote on matters any Funding Default and which are subject Administrative Agent or any Lender may have against such Defaulting Lender with respect to the consent or approval of the Required Lenders or all Lendersany Funding Default.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the - 62 - suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Revolving Credit Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase in such Lender’s Revolving Credit Commitments, materially adversely affect the rights and obligations of such Defaulting Lender in a manner that is disproportional to the consent other Lenders or approval extend the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Administrative Agent so directs at the time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Revolving Credit Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender’s Revolving Credit Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender; (d) the terms hereof utilization of Revolving Credit Commitments as at any date of determination shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender) until all Senior Loans have been paid . No Revolving Credit Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 1.13, performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.141.13. This provision governs only The rights and remedies against a Defaulting Lender under this Section 1.13 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance amount due from the Lenders hereunder and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advanceamount, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans amount funded by the other Lenders in connection with any such Advance in for which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “Senior Loans” "SENIOR LOANS" for the purposes of this section). All amounts paid by the Borrower or the Guarantor Reimbursement Obligor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "DEFAULTING LENDER" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower Reimbursement Obligor to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14SECTION 12.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower Reimbursement Obligor to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower Reimbursement Obligor as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the Credit Documents that requires the approval of Requisite Lenders, and Borrower shall pay to Administrative Agent such additional amounts of cash as reasonably requested by the Issuing Bank or the Swing Line Lender to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit and Swing Line Loans then outstanding (such amount not to exceed such Defaulting Lender’s right obligations under Sections 2.3 and 2.4). During any Default Period with respect to vote on matters which are subject to the consent or approval of the Required Lenders, each affected a Funds Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender that is no longer a not also an Insolvency Defaulting Lender, except (a) any amounts that would otherwise be payable to such Funds Defaulting Lender with respect to its Revolving Loans and Revolving Commitments under the amount Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) shall, in lieu of being distributed to such Funds Defaulting Lender, be retained by Administrative Agent and applied in the following order of priority: first, to the payment of any amounts owing by such Funds Defaulting Lender to Administrative Agent, second, to the payment of any amounts owing by such Funds Defaulting Lender to the Swing Line Lender, third, to the payment of any amounts owing by such Funds Defaulting Lender to the Issuing Bank, and fourth, to the payment of the Revolving Loans of other Lenders (but not to the Revolving Loans of such Funds Defaulting Lender) as if such Funds Defaulting Lender had funded all Defaulted Loans of such Funds Defaulting Lender; and (b) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. During any Default Period with respect to an Insolvency Defaulting Lender, any amounts that would otherwise be payable to such Insolvency Defaulting Lender under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees including fees payable under Section 2.11) may, in lieu of being distributed to such Insolvency Defaulting Lender, be retained by Administrative Agent to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by Administrative Agent. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrower of its obligations hereunder and the Defaulting Lender may other Credit Documents shall not be changed without its consent. If excused or otherwise modified as a result of any Lender becoming a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.142.22. This provision governs only the relationship among the Administrative Agent, each The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) which Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all LendersLender with respect thereto.

Defaulting Lenders. At such (a) If at the time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lendersthen, each affected Lender or all Lenders shall be immediately suspended until such time as the such Lender is no longer a Defaulting Lender, except that to the amount extent permitted by applicable law, any payment of principal, interest, fees or other amounts received by the Commitment Agent for the account of the such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6.01 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 9.05 or 9.07(b)(vii) shall be applied at such time or times as may not be changed without its consent. If determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swing Line Bank hereunder; third, to the L/C Cash Deposit Account to cash collateralize the Issuing Banks’ fronting exposure with respect to such Defaulting Lender with respect to Letters of Credit; fourth, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth if so determined by the Agent and the Company, to be held in a deposit account and released pro rata share of any Advance and until such time as in order to (x) satisfy such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Banks’ future fronting exposure with respect to such Defaulting Lender hereunder shall be subordinated in right with respect to future Letters of paymentCredit issued under this Agreement, as provided in the following sentencesixth, to the prior payment in full of all principal of, interest on and fees relating any amounts owing to the Loans funded Lenders, the Issuing Banks or Swing Line Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower Issuing Banks or the Guarantor and otherwise due to be applied to the Obligations owing to Swing Line Banks against such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent as a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension result of such Defaulting Lender’s right to vote on matters which are subject breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the consent payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such 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 approval as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the Required principal amount of any Borrowing or drawing under a Letter of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Borrowings were made or the related Letters of Credit were issued at a time when Interpublic Credit Agreement the conditions set forth in Section 3.03 were satisfied or waived, such payment shall be applied solely to pay the Borrowings of, and drawings under Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Borrowings of, or any drawings under any Letter of Credit owed to, such Defaulting Lender until such time as all Lenders.Borrowings and funded and unfunded participations in Letters of Credit and Swing Line Borrowings are held by the Lenders pro rata in accordance with the Revolving Credit Commitments without giving effect to Section 2.19(b)(i), it being understood that 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 paid into the L/C Case Deposit Account pursuant to this Section 2.19(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.. SETOFF;

Defaulting Lenders. At such Notwithstanding anything to the contrary contained in this Section 3.1, the Issuing Lender shall not be obligated to issue any Letter of Credit at a time as a when any other Lender becomes is a Defaulting Lender, unless the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Issuing Lender’s risk with respect to any such Defaulting Lender’s right reimbursement obligations hereunder, including by cash collateralizing such Defaulting Lender’s Commitment Percentage of the liability with respect to vote such Letter of Credit. On demand by the Issuing Lender or the Administrative Agent from time to time, the Borrower shall cash collateralize each Defaulting Lender’s Commitment Percentage of the outstanding Letter of Credit Obligations on matters which are terms reasonably satisfactory to the Administrative Agent and the Issuing Lender. Any such cash collateral shall be deposited in a separate account with the Administrative Agent, subject to the consent or approval exclusive dominion and control of the Required LendersAdministrative Agent, as collateral (solely for the benefit of the Issuing Lender) for the payment and performance of each affected Lender or all Lenders Defaulting Lender’s Commitment Percentage of outstanding L/C Obligations. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Lender immediately suspended until such time as the Lender is no longer a for each Defaulting Lender, except that the amount of the ’s Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share drawing under any Letter of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in Credit which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid otherwise been reimbursed by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders3.1.

Defaulting Lenders. At such time as a Lender becomes a Defaulting ------------------ Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Majority Lenders, each affected Lender Required Lenders or all Lenders Lenders, shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender and, during the period of such suspension, the calculation of Majority Lenders and Required Lenders shall be made without reference to such Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent's Percentage. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts ------------ paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender and the remainder of the Advances due to such "Defaulting Lender" shall no longer be subordinated but shall be payable on the same basis as payments to the other Lenders. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.-------------

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Revolving Credit Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase in such Lender’s Revolving Credit Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Administrative Agent so directs at the time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Revolving Credit Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender’s Revolving Credit Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender pursuant (and any Letter of Credit fee otherwise payable to a Lender who is a Defaulting Lender shall instead be paid to the terms hereof L/C Issuer for its use and benefit); (d) the utilization ​ of Revolving Credit Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender; and (e) if so requested by the L/C Issuer at any time during the Defaulting Lender Period with respect to such Defaulting Lender, the Borrower shall deliver to the Administrative Agent cash collateral in an amount equal to such Defaulting Lender’s Revolver Percentage of L/C Obligations then outstanding (to be, held by the Administrative Agent to the other Lenders as set forth in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid Section 9.4 hereof). No Revolving Credit Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 1.14, performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.141.14. This provision governs only The rights and remedies against a Defaulting Lender under this Section 1.14 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.. - 61 -

Defaulting Lenders. At Notwithstanding anything to the contrary contained in this Section 2.10, no Facing Agent shall be obligated to issue any Letter of Credit under any Revolving Facility at a time when any other Revolving Lender under such time as a Lender becomes Revolving Facility is a Defaulting Lender, unless such Facing Agent has entered into arrangements satisfactory to it to eliminate such Facing Agent’s Fronting Exposure under such Revolving Facility after giving effect to Section 4.1(b), including by Cash Collateralizing such Defaulting Lender’s right Multicurrency Revolving Commitment Percentage (in the case of a Letter of Credit issued under the Multicurrency Revolving Facility) or USD Revolving Commitment Percentage (in the case of a Letter of Credit issued under the USD Revolving Facility) of the liability with respect to vote on matters which are such Letter of Credit. Any such Cash Collateral shall be deposited in a separate interest bearing account with the Administrative Agent, subject to the consent or approval exclusive dominion and 146 control of the Required LendersAdministrative Agent, as collateral (solely for the benefit of such Facing Agent) for the payment and performance of each affected Lender Defaulting Lender’s Multicurrency Revolving Commitment Percentage (in the case of a Letter of Credit issued under the Multicurrency Revolving Facility) or all Lenders USD Revolving Commitment Percentage (in the case of a Letter of Credit issued under the USD Revolving Facility) of outstanding Letters of Credit under such Revolving Facility. Moneys in such account shall be applied by the Administrative Agent to reimburse such Facing Agent immediately suspended until such time as the Lender is no longer a for each Defaulting Lender, except that ’s Multicurrency Revolving Commitment Percentage (in the amount case of a Letter of Credit issued under the Multicurrency Revolving Facility) or USD Revolving Commitment Percentage (in the case of a Letter of Credit issued under the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share USD Revolving Facility) of any Advance and until Drawing under any Letter of Credit under such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Revolving Facility which has not otherwise been reimbursed or caused to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded reimbursed by the other Lenders in connection with any applicable Borrowers under such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower Facility or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.142.10. This provision governs only Upon the relationship among the Administrative Agentrequest of Company, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation amounts in excess of the amount required to be deposited by any Borrower pursuant to repay all Loans in accordance with this Section 2.10(k) at the terms time of this Agreement. The provisions such request shall be released to the applicable Borrower so long as, at the time of this section and immediately after giving effect to such release, no Unmatured Event of Default or Event of Default shall apply have occurred and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lendersthen, each affected Lender or all Lenders shall be immediately suspended until such time as the such Lender is no longer a Defaulting Lender, except that to the amount extent permitted by applicable law: (i) such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders. (ii) any payment of principal, interest, fees or other amounts received by the Commitment Administrative Agent for the account of the such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.05 shall be applied at such time or times as may not be changed without its consent. If 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 rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 9.10(d); fourth, as the Borrower may request (so long as no Default exists), to the funding of any Advance 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 share of any Advance and until such time as in order to (A) satisfy such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Lender’s potential future funding obligations with respect to Advances under this Agreement and (B) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender hereunder shall be subordinated with respect to future Letters of Credit issued under this Agreement, in right of payment, as provided in the following sentenceaccordance with Section 9.10(d); sixth, to the prior payment in full of all principal of, interest on and fees relating any amounts owing to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Obligations owing to Issuing Banks against such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent as a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension result of such Defaulting Lender’s right to vote on matters which are subject breach of its obligations under this Agreement; seventh, so long as no Default exists, to the consent or approval payment of any amounts owing to the Required Lenders or all Lenders.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

Defaulting Lenders. At such time as a Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lendersthen, each affected Lender or all Lenders shall be immediately suspended until such time as the such Lender is no longer a Defaulting Lender, except that to the amount extent permitted by applicable law: (i) Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders. (ii) Any payment of principal, interest, fees or other amounts received by Administrative Agent for the Commitment account of the such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise) shall be applied at such time or times as may not be changed without its consent. If determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swing Lender hereunder; third, to cash collateralize each Issuing Bank’s Letter of Credit Exposure with respect to such Defaulting Lender in accordance with Section 2.11; fourth, as Administrative Borrower may request (so long as no 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 Administrative Agent; fifth, if so determined by Administrative Agent and Administrative Borrower, to be held in a deposit account and released pro rata share of any Advance and until such time as in order to (x) satisfy such Defaulting Lender subsequently funds its pro rata share Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize each Issuing Bank’s future Letter of such Advance, all Obligations owing Credit Exposure with respect to such Defaulting Lender hereunder shall be subordinated with respect to future Letters of Credit issued under this Agreement, in right of payment, as provided in the following sentenceaccordance with Section 2.11; sixth, to the prior payment in full of all principal ofany amounts owing to Lenders, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower Issuing Banks or the Guarantor and otherwise due to be applied to Swing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Obligations owing to Swing Lender against such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent as a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension result of such Defaulting Lender’s right to vote on matters which are subject breach of its obligations under this Agreement; seventh, so long as no Default exists, to the consent payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by any 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 approval as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the Required Lenders principal amount of any Loans or all Lenders.Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully

Defaulting Lenders. At If a Lender (a "Defaulting Lender") defaults in making any Advance or paying any other sum payable by it hereunder, such sum together with interest thereon at the Default Rate from the date such amount was due until repaid (such sum and interest thereon as aforesaid referred to, collectively, as the "Lender Default Obligation") shall be payable by the Defaulting Lender (a) to any Lender(s) which elect, at their sole option (and with no obligation to do so), to fund the amount which the Defaulting Lender failed to fund or (b) to Agent or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender for the amounts advanced or expended. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender becomes has repaid the Lender Default Obligation in full, all amounts which would otherwise be distributed to the Defaulting Lender shall instead be applied first to repay the Lender Default Obligation (to be applied first to interest at the Default Rate and then to principal) until the Lender Default Obligation has been repaid in full (whether by such application or by cure by the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender, such Defaulting Lender’s right to vote . Any interest collected from Borrower on matters which are subject to the consent or approval account of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount principal advanced by any Lender(s) on behalf of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, paid to the prior payment in full of all principal of, interest on Lender(s) who made such advance and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude credited against the Defaulting Lender) until all Senior Loans have been paid in full's obligation to pay interest on the amount advanced at the Default Rate. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower If no other Lender makes an advance a Defaulting Lender failed to the extent fund, a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed indebtedness of Borrower to a the Defaulting Lender but for equal to the operation Lender Default Obligation shall be subordinated to the indebtedness of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with other Lenders and shall be paid only after the terms indebtedness of this AgreementBorrower to all other Lenders is paid. The provisions of this section Section shall apply and be effective regardless of whether a an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, contrary or (ii) any instruction of the Borrower as to its desired application of payments or (iii) payments. No Defaulting Lender shall have the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all LendersLenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (y) withhold or set off, and to apply to the Table Of Contents payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (z) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender's breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys' fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender's failure or refusal to abide by its obligations under this Agreement. Borrower acknowledges that no non-defaulting Lender shall have any obligation to fund amounts not advanced by a Defaulting Lender.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase in such Lender’s Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Administrative Agent so directs at the time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender’s Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender pursuant (and any Letter of Credit fee otherwise payable to a Lender who is a Defaulting Lender shall instead be paid to the terms hereof L/C Issuer for its use and benefit); (d) the utilization of Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender; and (e) if so requested by the L/C Issuer or the Swing Line Lender at any time during the Defaulting Lender Period with respect to such Defaulting Lender, the Borrower shall deliver to the Administrative Agent cash collateral in an amount equal to such Defaulting Lender’s Percentage of L/C Obligations or Swing Loans, as applicable, then outstanding (to be, held by the Administrative Agent to the other Lenders as set forth in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid Section 9.4 hereof). No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 1.15, performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.141.15. This provision governs only The rights and remedies against a Defaulting Lender under this Section 1.15 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as If the Borrower and the Administrative Agent agree in writing in their discretion that a Lender becomes that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto; provided, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to a Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise), 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 that Defaulting Lender to the Administrative Agent hereunder; second, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, against that Defaulting Lender as a result of that Defaulting Lender’s right to vote on matters which are subject breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the consent or approval payment of any amounts owing to the Required LendersBorrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and fifth, each affected to that Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer otherwise directed by a Defaulting Lendercourt of competent jurisdiction. Any payments, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If prepayments or other amounts paid or payable to a Defaulting Lender has failed that are applied (or held) to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded pay amounts owed by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such a Defaulting Lender pursuant to the terms hereof this Section 3.2 shall be distributed deemed paid to and redirected by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the that Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.each Lender irrevocably consents hereto

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender’s right , such Defaulting Lender shall be deemed not to vote on matters which are subject be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the consent or Credit Documents that requires the approval of the Required Requisite Lenders, each affected . During any Default Period with respect to a Funds Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender that is no longer a not also an Insolvency Defaulting Lender, except (a) any amounts that would otherwise be payable to such Funds Defaulting Lender with respect to its Loans and Commitments under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) may, in lieu of being distributed to such Funds Defaulting Lender, at the written direction of Borrower to Administrative Agent, be retained by Administrative Agent and applied in the following order of priority: first, to the payment any amounts owing by such Funds Defaulting Lender to Administrative Agent and to collateralize indemnification and reimbursement obligations of such Funds Defaulting Lender in an amount reasonably determined by Administrative Agent, and second, to the payment of the Loans of other Lenders (but not to the Loans of such Funds Defaulting Lender) as if such Funds Defaulting Lender had funded all Defaulted Loans of such Funds Defaulting Lender; and (b) the aggregate amount of the Commitment Commitments as at any date of the Defaulting Lender may not determination shall be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time calculated as if such Defaulting Lender subsequently funds its pro rata share had funded all Defaulted Loans of such AdvanceDefaulting Lender. During any Default Period with respect to an Insolvency Defaulting Lender, all Obligations owing any amounts that would otherwise be payable to such Insolvency Defaulting Lender hereunder shall be subordinated under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) may, in right lieu of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing distributed to such Insolvency Defaulting Lender pursuant Lender, at the written direction of Borrower to the terms hereof shall be distributed by the Administrative Agent to the extent permitted under applicable law, be retained by Administrative Agent to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by Administrative Agent. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrower of its obligations hereunder and the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will Credit Documents shall not be made in connection with future payments by the Borrower to the extent excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to any Lender becoming a Defaulting Lender but for or the operation of this Section 10.142.22. This provision governs only the relationship among the Administrative Agent, each The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and the other Lenders; nothing hereunder which Administrative Agent or any Lender may have against such Defaulting Lender with respect thereto. Administrative Agent shall limit the obligation of the Borrower not be required to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement ascertain or inquire as to the contrary, (ii) existence of any instruction of the Borrower as to its desired application of payments Funds Defaulting Lender or (iii) the suspension of such Insolvency Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of Notwithstanding any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) the Ratable Share of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.10); and (b) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise but excluding Section 3.12) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the funding of any instruction of Loan which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Borrower as to its desired application of payments or Administrative Agent, (iii) third, if so determined by the suspension Administrative Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (iv) fourth, to the payment of any amounts owing to the Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s right to vote on matters which are subject breach of its obligations under this Agreement, (v) fifth, if so determined by the Administrative Agent, distributed to the consent or approval Lenders other than the Defaulting Lender until the ratio of the Required outstanding credit exposure of such Lenders with respect to Loans to the aggregate outstanding exposure of all Lenders with respect to Loans equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans and (vi) sixth, to such Defaulting Lender or all Lenders.as otherwise directed by a court of competent jurisdiction. Nothing contained in the foregoing shall be deemed to constitute a waiver by the Borrower of any of its rights or remedies (whether in equity or law), including against any Lender which fails to fund any of its Loans hereunder at the time or in the amount required to be funded under the terms of this Agreement. ARTICLE III

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender, at the direction or request of any regulatory agency or authority, defaults (a "Defaulting Lender") in its obligation to fund (a "Funding Default") any Loan (in each case, a "Defaulted Loan"), then (a) during any Default Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a "Lender’s right " for purposes of voting on any matters (including the granting of any consents or waivers) with respect to vote on matters which are subject any of the Credit Documents; (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Default Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, (i) any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if Company so directs at the other Lenders in connection with any time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and the Revolving Credit Exposure, Tranche A Term Loan Exposure, Tranche B Term Loan Exposure, New Revolving Loan Exposure and New Term Loan Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Loans shall, if Company so directs at the time of making such mandatory prepayment, be applied to the Loans of other Lenders (but not to the Loans of such Defaulting Lender) as if such Defaulting Lender had no Loans outstanding, it being understood and agreed that Company shall be entitled to retain any portion of any mandatory prepayment of the Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); (c) such Defaulting Lender's Revolving Credit Commitment, Tranche A Term Loan Commitment, New Revolving Credit Commitment and New Term Loan Commitment, and outstanding Loans shall be excluded for purposes of calculating the Commitment Fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Commitment Fee pursuant to Section 2.9 with respect to such Defaulting Lender's Revolving Credit Commitment and Tranche A Term Loan Commitment in respect of any Default Period with respect to such Defaulting Lender; and (d) the terms hereof Total Utilization of Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.20, performance by the Administrative Agent to Company of its obligations hereunder and the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will Credit Documents shall not be made in connection with future payments by the Borrower to the extent excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for any Funding Default or the operation of this Section 10.142.20. This provision governs only the relationship among the Administrative Agent, each The rights and remedies against a Defaulting Lender under this Section 2.20 are in addition to other rights and the other Lenders; nothing hereunder shall limit the obligation of the Borrower remedies which Company may have against any such Lender with respect to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply any Funding Default and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) which Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right Lender with respect to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersany Funding Default.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a "Lender’s right " for purposes of voting on any matters (including the granting of any consents or waivers) with respect to vote on matters which are subject any of the Loan Documents and such Defaulting Lender's Commitments shall be excluded for purposes of determining "Required Lenders" (provided that the foregoing shall not permit an increase in such Lender's Commitments or an extension of the maturity date of such Lender's Loans or other Obligations without such Lender's consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Administrative Agent so directs at the time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender's Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender's Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender; and (d) the terms hereof utilization of Commitments as at any date of determination shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender) until all Senior Loans have been paid . No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 1.13, performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.141.13. This provision governs only The rights and remedies against a Defaulting Lender under this Section 1.13 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a "Lender’s right " for purposes of voting on any matters (including the granting of any consents or waivers) with respect to vote on matters which are subject any of the Loan Documents and such Defaulting Lender's Commitments shall be excluded for purposes of determining "Required Lenders" (provided that the foregoing shall not permit an increase in such Lender's Commitments or an extension of the maturity date of such Lender's Loans or other Obligations without such Lender's consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Administrative Agent so directs at the time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender's Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender's Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender; and (d) the terms hereof utilization of Commitments as at any date of determination shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender) until all Senior Loans have been paid . No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 1.12, performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.141.12. This provision governs only The rights and remedies against a Defaulting Lender under this Section 1.12 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the Credit Documents that requires the approval of Requisite Lenders, and Borrower shall pay to Administrative Agent such additional amounts of cash as reasonably requested by theeach Issuing Bank or the Swing Line Lender to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit and Swing Line Loans then outstanding (such amount not to exceed such Defaulting Lender’s right obligations under Sections 2.3 and 2.4). During any Default Period with respect to vote on matters which are subject to the consent or approval of the Required Lenders, each affected a Funds Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender that is no longer a not also an Insolvency Defaulting Lender, except (a) any amounts that would otherwise be payable to such Funds Defaulting Lender with respect to its Revolving Loans and Revolving Commitments under the amount Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) shall, in lieu of being distributed to such Funds Defaulting Lender, be retained by Administrative Agent and applied in the following order of priority: first, to the payment of any amounts owing by such Funds Defaulting Lender to Administrative Agent, second, to the payment of any amounts owing by such Funds Defaulting Lender to the Swing Line Lender, third, to the payment of any amounts owing by such Funds Defaulting Lender to theeach applicable Issuing Bank, and fourth, to the payment of the Revolving Loans of other Lenders (but not to the Revolving Loans of such Funds Defaulting Lender) as if such Funds Defaulting Lender had funded all Defaulted Loans of such Funds Defaulting Lender; and (b) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. During any Default Period with respect to an Insolvency Defaulting Lender, any amounts that would otherwise be payable to such Insolvency Defaulting Lender under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees including fees payable under Section 2.11) may, in lieu of being distributed to such Insolvency Defaulting Lender, be retained by Administrative Agent to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by Administrative Agent. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrower of its obligations hereunder and the Defaulting Lender may other Credit Documents shall not be changed without its consent. If excused or otherwise modified as a result of any Lender becoming a Defaulting Lender has failed or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to fund its pro rata share of any Advance other rights and until such time as remedies which Borrower may have against such Defaulting Lender subsequently funds its pro rata share as a result of such Advance, all Obligations owing to it becoming a Defaulting Lender and which Administrative Agent or any Lender may have against such Defaulting Lender hereunder with respect thereto, subject in each case to Section 10.35. If any Letter of Credit Usage exists at the time such Lender becomes a Defaulting Lender then all or any part of such Letter of Credit Usage shall be subordinated in right of payment, as provided in reallocated among the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the non-Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower Pro Rata Share but only to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iiix) the suspension sum of each non-Defaulting Lender’s Revolving Exposures plus such Defaulting Lender’s right to vote on matters which are subject to Letter of Credit Usage does not exceed the consent total of such non-Defaulting Lender’s Revolving Commitments and (y) no Default or approval Event of the Required Lenders Default exists or all Lendersshall have occurred.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the Credit Documents that requires the approval of Requisite Lenders, and Borrower shall pay to Administrative Agent such additional amounts of cash as reasonably requested by the Issuing Bank or the Swing Line Lender to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit and Swing Line Loans then outstanding (such amount not to exceed such Defaulting Lender’s right obligations under Sections 2.3 and 2.4). During any Default Period with respect to vote on matters which are subject to the consent or approval of the Required Lenders, each affected a Funds Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender that is no longer a not also an Insolvency Defaulting Lender, except (a) any amounts that would otherwise be payable to such Funds Defaulting Lender with respect to its Revolving Loans and Revolving Commitments under the amount Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) shall, in lieu of being distributed to such Funds Defaulting Lender, be retained by Administrative Agent and applied in the following order of priority: first, to the payment of any amounts owing by such Funds Defaulting Lender to Administrative Agent, second, to the payment of any amounts owing by such Funds Defaulting Lender to the Swing Line Lender, third, to the payment of any amounts owing by such Funds Defaulting Lender to the Issuing Bank, and fourth, to the payment of the Revolving Loans of other Lenders (but not to the Revolving Loans of such Funds Defaulting Lender) as if such Funds Defaulting Lender had funded all Defaulted Loans of such Funds Defaulting Lender; and (b) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. During any Default Period with respect to an Insolvency Defaulting Lender, any amounts that would otherwise be payable to such Insolvency Defaulting Lender under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees including fees payable under Section 2.11) may, in lieu of being distributed to such Insolvency Defaulting Lender, be retained by Administrative Agent to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by Administrative Agent. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrower of its obligations hereunder and the Defaulting Lender may other Credit Documents shall not be changed without its consent. If excused or otherwise modified as a result of any Lender becoming a Defaulting Lender has failed or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to fund its pro rata share of any Advance other rights and until such time as remedies which Borrower may have against such Defaulting Lender subsequently funds its pro rata share as a result of such Advance, all Obligations owing to it becoming a Defaulting Lender and which Administrative Agent or any Lender may have against such Defaulting Lender hereunder with respect thereto., subject in each case to Section 10.35. If any Letter of Credit Usage exists at the time such Lender becomes a Defaulting Lender then all or any part of such Letter of Credit Usage shall be subordinated in right of payment, as provided in reallocated among the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the non-Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower Pro Rata Share but only to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iiix) the suspension sum of each non-Defaulting Lender’s Revolving Exposures plus such Defaulting Lender’s right to vote on matters which are subject to Letter of Credit Usage does not exceed the consent total of such non-Defaulting Lender’s Revolving Commitments and (y) no Default or approval Event of the Required Lenders Default exists or all Lendersshall have occurred.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Domestic Percentage of any Advance Borrowing and until such time as such Defaulting Lender subsequently funds its pro rata share Domestic Percentage of such AdvanceBorrowing, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance Borrowing in which the Defaulting Lender has not funded its pro rata share Domestic Percentage (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Domestic Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the “Defaulting Lender” shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.16. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.16 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the “Defaulting Lender” shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.16. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.16 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.notwithstanding

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender’s right , such Defaulting Lender shall be deemed not to vote on matters which are subject be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the consent or Credit Documents that requires the approval of the Required Requisite Lenders, each affected . During any Default Period with respect to a Funds Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender that is no longer a not also an Insolvency Defaulting Lender, except (a) any amounts that would otherwise be payable to such Funds Defaulting Lender with respect to its Loans and Commitments under the amount Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) shall, in lieu of being distributed to such Funds Defaulting Lender, be retained by Administrative Agent and applied in the following order of priority: first, to the payment any amounts owing by such Funds Defaulting Lender to Administrative Agent, and second, to the payment of the Loans of other Lenders (but not to the Loans of such Funds Defaulting Lender) as if such Funds Defaulting Lender had funded all Defaulted Loans of such Funds Defaulting Lender; and (b) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. During any Default Period with respect to an Insolvency Defaulting Lender, any amounts that would otherwise be payable to such Insolvency Defaulting Lender under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) may, in lieu of being distributed to such Insolvency Defaulting Lender, be retained by Administrative Agent to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by Administrative Agent. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrowers of their obligations hereunder and the Defaulting Lender may other Credit Documents shall not be changed without its consent. If excused or otherwise modified as a result of any Lender becoming a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.142.22. This provision governs only the relationship among the Administrative Agent, each The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which Borrowers may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) which Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all LendersLender with respect thereto.

Defaulting Lenders. At Notwithstanding anything to the contrary contained in this Section 2.10, no Facing Agent shall be obligated to issue any Letter of Credit under any Revolving Facility at a time when any other Revolving Lender under such time as a Lender becomes Revolving Facility is a Defaulting Lender, unless such Facing Agent has entered into arrangements satisfactory to it to eliminate such Facing Agent’s Fronting Exposure under such Revolving Facility after giving effect to Section 4.1(b), including by Cash Collateralizing such Defaulting Lender’s right Multicurrency Revolving Commitment Percentage (in the case of a Letter of Credit issued under the Multicurrency Revolving Facility) or USD Revolving Commitment Percentage (in the case of a Letter of Credit issued under the USD Revolving Facility) of the liability with respect to vote on matters which are such Letter of Credit. Any such Cash Collateral shall be deposited in a separate interest bearing account with the Administrative Agent, subject to the consent or approval exclusive dominion and control of the Required LendersAdministrative Agent, as collateral (solely for the benefit of such Facing Agent) for the payment and performance of each affected Lender Defaulting Lender’s Multicurrency Revolving Commitment Percentage (in the case of a Letter of Credit issued under the Multicurrency Revolving Facility) or all Lenders USD Revolving Commitment Percentage (in the case of a Letter of Credit issued under the USD Revolving Facility) of outstanding Letters of Credit under such Revolving Facility. Moneys in such account shall be applied by the Administrative Agent to reimburse such Facing Agent immediately suspended until such time as the Lender is no longer a for each Defaulting Lender, except that ’s Multicurrency Revolving Commitment Percentage (in the amount case of a Letter of Credit issued under the Multicurrency Revolving Facility) or USD Revolving Commitment Percentage (in the case of a Letter of Credit issued under the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share USD Revolving Facility) of any Advance and until Drawing under any Letter of Credit under such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Revolving Facility which has not otherwise been reimbursed or caused to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded reimbursed by the other Lenders in connection with any applicable Borrowers ​ 140 ​ ​ under such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower Facility or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.142.10. This provision governs only Upon the relationship among the Administrative Agentrequest of Company, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation amounts in excess of the amount required to be deposited by any Borrower pursuant to repay all Loans in accordance with this Section 2.10(k) at the terms time of this Agreement. The provisions such request shall be released to the applicable Borrower so long as, at the time of this section and immediately after giving effect to such release, no Unmatured Event of Default or Event of Default shall apply have occurred and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Total Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase in such Lender’s Total Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by shall, if the other Lenders in connection with any Agent so directs at the time of making such Advance in which the Defaulting Lender has not funded its pro rata share (such principalvoluntary prepayment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Total Commitments and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 3.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 3.1 with respect to such Defaulting Lender’s Total Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender pursuant (and any Letter of Credit fee otherwise payable to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to Lender who is a Defaulting Lender but shall instead be paid to the Applicable Issuer for its use and benefit); (d) the utilization of the Total Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Loans of such Defaulting Lender; and (e) if so requested by the Applicable Issuer at any time during the Defaulting Lender Period with respect to such Defaulting Lender, the Borrowers shall deliver to the Agent cash collateral in an amount equal to such Defaulting Lender’s Percentage of L/C Obligations then outstanding (to be, held by the Agent as set forth in Section 8.4 hereof). No Total Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.13, performance by the Borrowers of their obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of the operation of this Section 10.142.13. This provision governs only The rights and remedies against a Defaulting Lender under this Section 2.13 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrowers may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as (a) If a Lender becomes becomes, and during the period it remains, a Defaulting Lender, any amount paid by the Borrowers or otherwise received by the Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender’s right to vote on matters which are , but will instead be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.20(c)) the consent or approval termination of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance Commitments and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal ofobligations of the Borrowers hereunder and will be applied by the Agent, interest on and fees relating to the Loans funded fullest extent permitted by law, to the other Lenders making of payments from time to time in connection with the following order of priority: first to the payment of any amounts owing by such Advance in which the Defaulting Lender has not funded its pro rata share (such principalto the Agent under this Agreement, second to the payment of post-default interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor then current interest due and otherwise due to be applied payable to the Obligations e Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to pay principal then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and sixth after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the or as a court of competent jurisdiction may otherwise direct. Any payments, prepayments or other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been amounts paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed or payable to a Defaulting Lender but for the operation of that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender 2.20 shall be deemed paid to and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of redirected by such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders, and each Lender irrevocably consents hereto.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that (i) the amount of the Commitment of the Defaulting Lender may not be changed increased and (ii) the Revolver Termination Date or the Final Termination Date (in each case, as to such Defaulting Lender’s Loans and Commitment only) may not be extended other than as expressly provided under Section 2.21, without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders. Notwithstanding the foregoing, 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 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Article XI 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 rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, as the Borrower may request (so long as no Default or Unmatured 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; fourth (so long as no Default or Unmatured Default exists), to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s (x) potential future funding obligations with respect to Loans under this Agreement and (y) potential future funding obligations to purchase participations in Facility Letter of Credit Obligations, in accordance with Section 2A.6; fifth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Unmatured 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 seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting LenderLender hereunder, then, so long as such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that (a) such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the amount granting of any consents or waivers) with respect to any of the Commitment Credit Documents; provided that any waiver, amendment or modification requiring the consent of the all Lenders or each affected Lender which adversely affects such Defaulting Lender may not differently than other affected Lenders shall require the consent of such Defaulting Lender; (b) to the extent permitted by applicable law, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be changed without its consent. If retained by the Administrative Agent in a segregated account and subject to any applicable requirements of law, be applied (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts owing by such Defaulting Lender to the Issuing Banks hereunder (pro rata in accordance with such amounts), (iii) third, to the funding of cash collateralization of any participating interest in any Letter of Credit in respect of which such Defaulting Lender has failed to fund its pro rata share portion thereof as required by this Agreement, as determined by the Administrative Agent or the applicable Issuing Bank, (iv) fourth, if so determined by the Administrative Agent, the Issuing Banks and the Borrower, held in such account as cash collateral for future funding obligations of any Advance and until such time Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any Lender against such Defaulting Lender subsequently funds its pro rata share as a result of such AdvanceDefaulting Lender’s breach of its obligations under this Agreement and (vi) sixth, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right or as otherwise directed by a court of payment, as competent jurisdiction; provided in the following sentencethat, to the prior extent permitted by applicable law, if such payment in full is a payment of all the principal ofamount of any Revolving Loan and the Borrower so directs, interest on and fees relating such payment shall be applied solely to the Revolving Loans funded by of the other Lenders in connection with any of the same Class as if such Advance in which the Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero prior to being applied pursuant to the foregoing waterfall; (c) fees under Section 2.11 shall cease to accrue on that portion of such Defaulting Lender’s Commitment that remains unfunded or which has not funded its pro rata share been included in any determination of Letter of Credit Usage pursuant to this Section 2.22; (d) if any Letter of Credit Usage exists at the time a Lender becomes a Defaulting Lender then: (i) such principalLetter of Credit Usage shall be reallocated among the non-Defaulting Lenders of the applicable Class in accordance with their respective Pro Rata Share but only to the extent the sum of the Revolving Exposure of all non-Defaulting Lenders of such Class plus such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage does not exceed the total of all Commitments of all non-Defaulting Lenders of such Class, interest (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall, promptly following a request by the Administrative Agent or any Issuing Bank having issued outstanding Letters of Credit, cash collateralize such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage (after giving effect to any partial reallocation pursuant to clause (i) above and fees being referred only to as “Senior Loans” for the purposes extent not covered by any cash collateral provided pursuant to clause (b) of this section). All amounts paid by the Borrower or the Guarantor Section) in a manner and otherwise due to be applied amount reasonably acceptable to the Obligations owing Administrative Agent and any applicable Issuing Bank, (iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage pursuant to this Section, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.11 with respect to such cash collateralized portion of the terms hereof Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage during the period such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage is cash collateralized, (iv) if that portion of the Letter of Credit Usage attributable to all non-Defaulting Lenders is reallocated pursuant to this Section 2.22, then the fees payable to the Lenders pursuant to Section 2.11 shall be distributed by the Administrative Agent to the other Lenders adjusted in accordance with their respective pro rata shares such non-Defaulting Lenders’ Revolving Percentages determined in accordance with such reallocation, and (recalculated for the purposes hereof to exclude the v) if any Defaulting Lender) until ’s Pro Rata Share of the Letter of Credit Usage is neither cash collateralized nor reallocated pursuant to this Section 2.22, then, without prejudice to any rights or remedies of the Administrative Agent, any Issuing Bank or any Lender hereunder, all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower fees payable to the extent a Lenders pursuant to Section 2.11 with respect to such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage that is neither cash collateralized nor reallocated shall be payable to the applicable Issuing Bank until such portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to Letter of Credit Usage is fully cash collateralized and/or reallocated; and (e) so long as any Lender is a Defaulting Lender but for no Issuing Bank shall be required to issue, amend renew or extend any Letter of Credit unless it is satisfied, it its sole discretion, that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateralized. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrowers of their obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any Lender becoming a Defaulting Lender or the operation of this Section 10.142.22. This provision governs only The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which the relationship among Borrowers, the Administrative Agent and the Issuing Banks and the Lenders may have against such Defaulting Lender. In the event that each of the Administrative Agent, each the Borrowers, and the Issuing Banks agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then such Lender shall cease to be a Defaulting Lender hereunder and the other Lenders; nothing hereunder Letter of Credit Usage shall limit be readjusted to reflect the obligation inclusion of such Lender’s Commitment. On such date such Lender shall purchase at par such of the Borrower Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to repay all hold such Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all LendersRevolving Percentage.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of any amendment, waiver or consent with respect to any provision of the Credit Documents that requires the approval of Requisite Lenders, and Borrower shall pay to Administrative Agent such additional amounts of cash as reasonably requested by the Issuing Bank or the Swing Line Lender to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit and Swing Line Loans then outstanding (such amount not to exceed such Defaulting Lender’s right obligations under Sections 2.3 and 2.4). During any Default Period with respect to vote on matters which are subject to the consent or approval of the Required Lenders, each affected a Funds Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender that is no longer a not also an Insolvency Defaulting Lender, except (a) any amounts that would otherwise be payable to such Funds Defaulting Lender with respect to its Revolving Loans and Revolving Commitments under the amount Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) shall, in lieu of being distributed to such Funds Defaulting Lender, be retained by Administrative Agent and applied in the following order of priority: first, to the payment of any amounts owing by such Funds Defaulting Lender to Administrative Agent, second, to the payment of any amounts owing by such Funds Defaulting Lender to the Swing Line Lender, third, to the payment of any amounts owing by such Funds Defaulting Lender to the Issuing Bank, and fourth, to the payment of the Revolving Loans of other Lenders (but not to the Revolving Loans of such Funds Defaulting Lender) as if such Funds Defaulting Lender had funded all Defaulted Loans of such Funds Defaulting Lender; and (b) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. During any Default Period with respect to an Insolvency Defaulting Lender, any amounts that would otherwise be payable to such Insolvency Defaulting Lender under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees including fees payable under Section 2.11) may, in lieu of being distributed to such Insolvency Defaulting Lender, be retained by Administrative Agent to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by Administrative Agent. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrower of its obligations hereunder and the Defaulting Lender may other Credit Documents shall not be changed without its consent. If excused or otherwise modified as a result of any Lender becoming a Defaulting Lender has failed or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to fund its pro rata share of any Advance other rights and until such time as remedies which Borrower may have against such Defaulting Lender subsequently funds its pro rata share as a result of such Advance, all Obligations owing to it becoming a Defaulting Lender and which Administrative Agent or any Lender may have against such Defaulting Lender hereunder with respect thereto. If any Letter of Credit Usage exists at the time such Lender becomes a Defaulting Lender then all or any part of such Letter of Credit Usage shall be subordinated in right of payment, as provided in reallocated among the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the non-Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower Pro Rata Share but only to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iiix) the suspension sum of each non-Defaulting Lender’s Revolving Exposures plus such Defaulting Lender’s right to vote on matters which are subject to Letter of Credit Usage does not exceed the consent total of such non-Defaulting Lender’s Revolving Commitments and (y) no Default or approval Event of the Required Lenders Default exists or all Lenders.shall have occurred. CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15

Defaulting Lenders. At such (a) If at the time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lendersthen, each affected Lender or all Lenders shall be immediately suspended until such time as the such Lender is no longer a Defaulting Lender, except that to the amount extent permitted by applicable law, any payment of principal, interest, fees or other amounts received by the Commitment Agent for the account of the such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6.01 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 9.05 or 9.07(b)(vii) shall be applied at such time or times as may not be changed without its consent. If determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any Interpublic Credit Agreement amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third, to the L/C Cash Deposit Account to cash collateralize the Issuing Banks’ fronting exposure with respect to such Defaulting Lender with respect to Letters of Credit; fourth, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth if so determined by the Agent and the Company, to be held in a deposit account and released pro rata share of any Advance and until such time as in order to (x) satisfy such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Lender’s potential future funding obligations with respect to Advances under this Agreement and (y) cash collateralize the Issuing Banks’ future fronting exposure with respect to such Defaulting Lender hereunder shall be subordinated in right with respect to future Letters of paymentCredit issued under this Agreement, as provided in the following sentencesixth, to the prior payment in full of all principal of, interest on and fees relating any amounts owing to the Loans funded Lenders, the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to Issuing Banks against such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent as a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension result of such Defaulting Lender’s right to vote on matters which are subject breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the consent payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such 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 approval as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the Required principal amount of any Borrowing or drawing under a Letter of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.03 were satisfied or waived, such payment shall be applied solely to pay the Borrowings of, and drawings under Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Borrowings of, or any drawings under any Letter of Credit owed to, such Defaulting Lender until such time as all Lenders.Borrowings and funded and unfunded participations in Letters of Credit are held by the Lenders pro rata in accordance with the Revolving Credit Commitments without giving effect to Section 2.19(b)(i), it being understood that 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 paid into the L/C Case Deposit Account pursuant to this Section 2.19(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

Defaulting Lenders. At such Notwithstanding anything to the contrary contained in this Section 2.2, the Swingline Lender shall not be obligated to make any Swingline Loans at a time as a when any other Lender becomes is a Defaulting Lender, unless the Swingline Lender has entered into arrangements satisfactory to it to eliminate the Swingline Lender’s risk with respect to any such Defaulting Lender’s right funding obligations hereunder, including by cash collateralizing such Defaulting Lender’s Commitment Percentage of the applicable outstanding Swingline Loans. On demand by the Swingline Lender or the Administrative Agent from time to vote time, the Borrower shall cash collateralize each Defaulting Lender’s Commitment Percentage of the outstanding Swingline Loans on matters which are terms reasonably satisfactory to the Administrative Agent and the Swingline Lender. Any such cash collateral shall be deposited in a separate account with the Administrative Agent, subject to the consent or approval exclusive dominion and control of the Required LendersAdministrative Agent, as collateral (solely for the benefit of the Swingline Lender) for the payment and performance of each affected Lender or all Lenders Defaulting Lender’s Commitment Percentage of outstanding Swingline Loans. Moneys in such account shall be applied by the Administrative Agent to reimburse the Swingline Lender immediately suspended until such time as the Lender is no longer a for each Defaulting Lender, except that the amount of the ’s Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Swingline Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has have not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid otherwise been refunded by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.2.2

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.16. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.16 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase in such Lender’s Commitments or an extension of the maturity date of such Lender’s Revolving Loans or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of paymentthe Revolving Loans shall, as provided in if the following sentenceAdministrative Agent so directs at the time of making such voluntary prepayment, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Revolving Loans of other Lenders as if such Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s Revolving Credit Commitments and outstanding Revolving Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 3.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 3.1 with respect to such Defaulting Lender’s Revolving Credit Commitment in respect of any Defaulting Lender Period with respect to such Defaulting Lender pursuant (and any Letter of Credit fee otherwise payable to a Lender who is a Defaulting Lender shall instead be paid to the terms hereof L/C Issuer for its use and benefit); (d) the utilization of Revolving Credit Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Revolving Loans of such Defaulting Lender; and (e) if so requested by the L/C Issuer at any time during the Defaulting Lender Period with respect to such Defaulting Lender, the Borrower shall deliver to the Administrative Agent cash collateral in an amount equal to such Defaulting Lender’s Revolver Percentage of L/C Obligations then outstanding (to be, held by the Administrative Agent to the other Lenders as set forth in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid Section 9.4 hereof). No Revolving Credit Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 2.14, performance by the Borrower to of its obligations hereunder and the extent other Loan Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.142.14. This provision governs only The rights and remedies against a Defaulting Lender under this Section 2.14 are in addition to other rights and remedies which the relationship among the Administrative Agent, each Borrower may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject Notwithstanding anything herein to the consent or approval contrary, any amount paid by the Borrower for the account of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will be retained by the Administrative Agent in a segregated non-interest bearing account until the Termination Date, at which time the funds in such account will be applied by the Administrative Agent, to fund its pro rata share the fullest extent permitted by law, in the following order of priority: first, to the payment of any Advance and until such time as amounts owing by such Defaulting Lender subsequently funds its pro rata share to the Administrative Agent under this Agreement; second, to the payment of any amounts owing by such Defaulting Lender to the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the Swingline Lender, to be held as cash collateral for future funding obligations of such Defaulting Lender for any participation in any Swingline Advance; fourth, all Obligations to the payment of interest due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; thirdfifth, to the payment of fees then due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably among them in accordance with the amounts of such fees then due and payable to them; fourthsixth, to the payment of principal then due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably in accordance with the amounts thereof then due and payable to them; fifthseventh, to the ratable payment of other amounts then due and payable to the Lenders hereunder that are not Defaulting Lenders; and sixtheighth, to pay amounts owing under this Agreement to such Defaulting Lender hereunder shall be subordinated in right or as a court of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and competent jurisdiction may otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersdirect.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then (i) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender,” and the amount of such Defaulting Lender’s right Revolving Commitment and Revolving Loans shall be excluded for purposes of voting, and the calculation of voting, on any matters (including the granting of any consents or waivers) with respect to vote on matters which are subject any of the Loan Documents; (ii) to the consent or approval of the Required Lendersextent permitted by applicable Legal Requirements, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Default Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of paymentthe Revolving Loans pursuant to Section 2.10(a) shall, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the if Borrower or Administrative Agent so directs at the Guarantor and otherwise due to time of making such voluntary prepayment, be applied to the Obligations owing to such Defaulting Lender pursuant to Revolving Loans and the terms hereof shall be distributed by the Administrative Agent to the Revolving Exposure of other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting LenderSection 2.10(c) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a as if such Defaulting Lender but for had no Revolving Loans outstanding and the operation Revolving Exposure of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each such Defaulting Lender and the other Lenderswere zero; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension amount of such Defaulting Lender’s right Revolving Commitment, Revolving Loans, LC Exposure and Bank Guarantee Exposure shall be excluded for purposes of calculating the Commitment Fee payable to vote Lenders pursuant to Section 2.05(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Commitment Fee pursuant to Section 2.05(a) with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; (iv) the Revolving Exposure of all Lenders as at any date of determination shall be calculated as if the non-Defaulting Lenders had funded, pro rata based on matters which are subject their respective Revolving Commitments, all Defaulted Revolving Loans of such Defaulting Lender; and (v) so long as any Lender is a Defaulting Lender, (I) the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit and (II) the Guarantee Bank shall not be required to issue, amend or increase any Bank Guarantee, unless the Issuing Bank or the Guarantee Bank, as the case may be, is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by Borrower in a manner reasonably satisfactory to the consent Issuing Bank or approval the Guarantee Bank, as the case may be (and Defaulting Lenders shall not participate therein). In the event that each of the Required Administrative Agent, Xxxxxxxx, the Issuing Bank and the Guarantee Bank agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Revolving Exposure of the Lenders or all Lenders.shall be readjusted to reflect the inclusion of such Xxxxxx’s Revolving Commitment and (x) on such date, such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Revolving Commitment and

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, if any Lender, other than at the direction or request of any regulatory agency or authority or due to a temporary disruption in the financial markets generally, defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Loan (in each case, a “Defaulted Loan”), then (i) during any Default Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be a Non-Voting Lender’s right to vote on matters which are subject ; and (ii) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended during any Default Period and until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Default Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, (A) any voluntary prepayment of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to shall be applied to the Obligations owing outstanding Loans of Lenders other than Defaulting Lenders prior to the outstanding Loans of the Defaulting Lenders, (B) any mandatory prepayment of the Loans shall be applied to the outstanding Loans of Lenders other than Defaulting Lenders prior to the outstanding Loans of the Defaulting Lenders, (C) such Defaulting Lender shall not be entitled to receive any Commitment Fee or Letter of Credit Availability Fee pursuant to Section 3.11 (Fees) with respect to such Defaulting Lender Lender’s Commitment; and (D) availability of Loans pursuant to the terms hereof Section 2.01(a) (Loans) shall, as at any date of determination, be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Commitment of any Lender shall be distributed by the Administrative Agent to the other Lenders increased or otherwise affected, and, except as otherwise expressly provided in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments this Section 2.07, performance by the Borrower to of its obligations hereunder and the extent other Financing Documents shall not be excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for any Funding Default or the operation of this Section 10.142.07. This provision governs only The rights and remedies against a Defaulting Lender under this Section 2.07 are in addition to other rights and remedies which the relationship among Borrower may have against such Defaulting Lender with respect to any Funding Default and which the Administrative Agent, each Agent or any Lender may have against such Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower with respect to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all LendersFunding Default.

Defaulting Lenders. At Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such time as a Lender becomes a Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s right to vote on matters which are subject Commitments shall be excluded for purposes of determining “Requisite Lenders”(provided that the foregoing shall not permit an increase in such Lender’s Commitments or an extension of the maturity date of such Lender’s Advances or other Obligations without such Lender’s consent); (b) to the consent or approval of the Required Lendersextent permitted by applicable law, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing Excess with respect to such Defaulting Lender hereunder shall be subordinated in right have been reduced to zero, any voluntary prepayment of paymentthe Advances shall, as provided in if Administrative Agent so directs at the following sentencetime of making such voluntary prepayment, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing Advances of other Lenders as if such Defaulting Lender had no Advances outstanding; (c) such Defaulting Lender’s Commitments and outstanding Advances shall be excluded for purposes of calculating any commitment fee payable to the Lenders pursuant to Section 3.2 or any Letter of Credit fee payable to the Lenders pursuant to Section 3.4 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any such commitment fee payable pursuant to Section 3.2 or any such Letter of Credit fee payable pursuant to Section 3.4 in respect of such Defaulting Lender Period; (d) the terms hereof utilization of the Commitments as at any date of determination shall be distributed calculated as if such Defaulting Lender had funded all Advances of such Defaulting Lender; and (e) if so requested by the Issuing Bank at any time during the Defaulting Lender Period with respect to such Defaulting Lender, Borrower shall deliver to the Administrative Agent cash collateral in an amount equal to such Defaulting Lender’s Pro Rata Share of the Aggregate Effective Amount then outstanding (to be held by Administrative Agent as set forth in Section 10.13). No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 3.16, performance by Borrower of its obligations hereunder and the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will Loan Documents shall not be made in connection with future payments by the Borrower to the extent excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.143.16. This provision governs only the relationship among the Administrative Agent, each The rights and remedies against a Defaulting Lender under this Section 3.16 are in addition to other rights and remedies which Borrower may have against such Defaulting Lender and which the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) Administrative Agent or any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Lender may have against such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.