Common use of Defaulting Lenders Clause in Contracts

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, 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 the Lenders to hold the Loans in accordance with their Applicable Percentage.

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if one or more Lenders become Defaulting Lenders, then, upon notice to such effect by the Designated Agent (which notice shall be given promptly after the Designated Agent becomes aware that any Lender becomes shall have become a Defaulting Lender, then including as a result of being advised thereof by the Borrower) (such notice being referred to as a “Defaulting Lender Notice”), the following provisions shall apply for so long as any such Lender is a Defaulting Lender: (ai) no commitment fees pursuant to Section 2.09(a) fee shall cease to accrue or at any time be payable for such period on the unused portion amount of the Commitment of such any Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.03(a);; and (bii) the Commitment and Revolving Credit Exposure outstanding Advances of such each Defaulting Lender shall not be included disregarded in determining whether all Lenders, two-thirds of the requisite Lenders or the Required Lenders shall have taken or may take any action hereunder or under any other Loan Document (including any consent to any waiver, amendment or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)8.01); provided that any waiver, amendment or other modification requiring that, disregarding the effect of this clause (ii), requires the consent of all Lenders, two-thirds of the Lenders or each of all Lenders affected Lender thereby and which affects such Defaulting Lender differently than other Lenders or affected LenderLenders, as applicablethe case may be, shall require the consent of such Defaulting Lender. . (b) Any amount payable to a Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise, and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15 but excluding Section 2.16) shall, unless the Borrower otherwise agrees in writing in its sole discretion, in lieu of being distributed to such Defaulting Lender, be retained by the Designated 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 Designated Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Designated Agent hereunder, (ii) second, 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 Designated Agent, (iii) third, if so determined by the Designated Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (iv) fourth, 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 as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. (c) In the event that the Administrative Designated Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of then (i) such agreement, Lender shall cease to be a Defaulting Lender for all purposes hereof and (ii) such Lender shall purchase at par such of the Loans Advances of the other Lenders as the Administrative Designated Agent shall determine may to be necessary in order for the Lenders to hold the Loans such Advances ratably in accordance with their Applicable PercentageCommitments. (d) No Commitment of any Lender shall be increased or otherwise affected and, except as otherwise expressly provided in this Section, performance by the Borrower of its obligations hereunder and under the other Loan Documents shall not be excused or otherwise modified, as a result of the operation of this Section. The rights and remedies against a Defaulting Lender under this Section are in addition to other rights and remedies that the Borrower, the Designated Agent or any Non-Defaulting Lender may have against such Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) Facility Fees shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure aggregate Advances of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Requisite Lenders have taken or may take any action hereunder under the Funding Agreement or under any of the other Loan Document Related Documents (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0212.07 of the Funding Agreement); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)12.07 of the Funding Agreement, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall purchase at par such portion of the Loans of Outstanding Principal Amount from the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold a portion of the Loans Outstanding Principal Amount ratably in accordance with their Applicable Percentagethe Commitment of such Lender; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Committed Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Committed Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(aCommitment Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders Majority Group Agents have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0214.01); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)14.01, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Committed Lender or each Committed Lender directly affected thereby (if such Committed Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date such Committed Lender (or a member of such agreement, such Lender Committed Lender’s Group) shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Committed Lender’s Group to hold the such Loans in accordance with their Applicable its Pro Rata Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Committed Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender Lender’s Revolving Credit Commitments pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.13(a); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender Lender’s Commitments shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)9.1); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender; and provided further that in the event that a Lender is a Defaulting Lender solely as the result of a failure to fund pursuant to clause (a) of the definition of the term “Defaulting Lender” and such failure to fund is the subject of a good faith dispute, any waiver, amendment or modification pursuant to Section 9.1(b) or 9.1(d) affecting such Defaulting Lender shall require the consent of such Defaulting Lender; and (c) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.20) shall, in lieu of being distributed to such Defaulting Lender, subject to any applicable requirements of law, be applied (i) first, to the payment of any amounts owing hereunder by such Defaulting Lender to Citi, as Facility Agent, (ii) second, 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 Citi, as Facility Agent, and (iii) third, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. In the event that the Administrative Agent Citi, as Facility Agent, and the Borrower PMI both agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall (i) purchase at par such portion of the Loans Advances of the other Lenders as the Administrative Agent Citi, as Facility Agent, shall determine may be necessary in order for the Lenders such Lender to hold the Loans such Advances ratably in accordance with their Applicable Percentageits respective Commitment and (ii) cease to be a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such No Defaulting Lender shall be entitled to receive any fee payable under Section 4 or any interest at the extent and Default Rate payable under Section 2.8(d) for any period during the period such which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee or interest that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a that Defaulting Lender);. (b) If the Commitment Borrower and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing in their discretion that a Lender that is a Defaulting Lender has adequately remedied all matters that caused such Lender should no longer be deemed to be a Defaulting Lender, thenthe Administrative Agent will so notify the parties hereto, on whereupon, as of the effective date of specified in such agreementnotice and subject to any conditions set forth therein, such Lender shall purchase at par will cease to be a Defaulting Lender and will be a Non-Defaulting Lender; provided that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentage▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(aCommitment Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)13.01); provided that any waiverprovided, amendment that, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans ratably in accordance its applicable Commitment; provided, that no adjustments shall be made retroactively with their Applicable Percentagerespect 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 agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then JPMCB, as Administrative Agent, shall deliver written notice to such effect, upon JPMCB, as Administrative Agent’s, obtaining knowledge of such event, to Altria and such Defaulting Lender, and the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused undrawn portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.09(a);. (b) the Commitment and Revolving Credit Exposure Commitments of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i9.01), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which that affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. (c) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.16) shall, in lieu of being distributed to such Defaulting Lender, subject to any applicable requirements of law, be applied (i) first, to the payment of any amounts owing by such Defaulting Lender to JPMCB, as Administrative Agent, hereunder, (ii) second, 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 JPMCB, as Administrative Agent, and (iii) third, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. In the event that the JPMCB, as Administrative Agent Agent, and the Borrower agree in writing Altria each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or upon receipt by JPMCB, as Administrative Agent, of the confirmation referred to in clause (c) of the definition of “Defaulting Lender”, thenas applicable, then on the such date of such agreement, such Lender shall purchase at par such portion of the Loans Advances of the other Lenders as the JPMCB, as Administrative Agent Agent, shall determine may be necessary in order for the Lenders such Lender to hold the Loans such Advances ratably in accordance with their Applicable Percentageits respective Commitment.

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if one or more Lenders become Defaulting Lenders, then, upon notice to such effect by the Designated Agent (which notice shall be given promptly after the Designated Agent becomes aware that any Lender becomes shall have become a Defaulting Lender, then including as a result of being advised thereof by the Borrower) (such notice being referred to as a “Defaulting Lender Notice”), the following provisions shall apply for so long as any such Lender is a Defaulting Lender: (ai) no commitment fees pursuant to Section 2.09(a) fee shall cease to accrue or at any time be payable for such period on the unused portion amount of the Commitment of such any Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.03(a);; and (bii) the Commitment and Revolving Credit Exposure outstanding Advances of such each Defaulting Lender shall not be included disregarded in determining whether all Lenders, two-thirds of the requisite Lenders or the Required Lenders shall have taken or may take any action hereunder or under any other Loan Document (including any consent to any waiver, amendment or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)8.01); provided that any waiver, amendment or other modification requiring that, disregarding the effect of this clause (ii), requires the consent of all Lenders, two-thirds of the Lenders or each of all Lenders affected Lender thereby and which affects such Defaulting Lender differently than other Lenders or affected LenderLenders, as applicablethe case may be, shall require the consent of such Defaulting Lender. . (b) Any amount payable to a Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise, and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15 but excluding Section 2.16) shall, unless the Borrower otherwise agrees in writing in its sole discretion, in lieu of being distributed to such Defaulting Lender, be retained by the Designated 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 Designated Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Designated Agent hereunder, (ii) second, 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 Designated Agent, (iii) third, if so determined by the Designated Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (iv) fourth, 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 as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. (c) In the event that the Administrative Designated Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, thenthen (i) such Lender shall cease to be a Defaulting Lender for all purposes hereof (but shall not be entitled to receive any commitment fees accrued during the period when it was a Defaulting Lender, and all waivers, amendments and other modifications effected without its consent in accordance with the provisions of Section 8.01 and this Section 2.21 during such period shall be binding on the date of such agreement, it) and (ii) such Lender shall purchase at par such of the Loans Advances of the other Lenders as the Administrative Designated Agent shall determine may to be necessary in order for the Lenders to hold the Loans such Advances ratably in accordance with their Applicable PercentageCommitments. (d) No Commitment of any Lender shall be increased or otherwise affected and, except as otherwise expressly provided in this Section, performance by the Borrower of its obligations hereunder and under the other Loan Documents shall not be excused or otherwise modified, as a result of the operation of this Section. The rights and remedies against a Defaulting Lender under this Section are in addition to other rights and remedies that the Borrower, the Designated Agent or any Non-Defaulting Lender may have against such Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if one or more Lenders become Defaulting Lenders, then, upon notice to such effect by the Designated Agent (which notice shall be given promptly after the Designated Agent becomes aware that any Lender becomes shall have become a Defaulting Lender, then including as a result of being advised thereof by the Borrower) (such notice being referred to as a “Defaulting Lender Notice”), the following provisions shall apply for so long as any such Lender is a Defaulting Lender: (ai) commitment fees pursuant to Section 2.09(a) no ticking fee shall cease to accrue or at any time be payable for such period on the unused portion amount of the Commitment of such any Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.03(a);; and (bii) the Commitment and Revolving Credit Exposure outstanding Advances of such each Defaulting Lender shall not be included disregarded in determining whether all Lenders, two-thirds of the requisite Lenders or the Required Lenders shall have taken or may take any action hereunder or under any other Loan Document (including any consent to any waiver, amendment or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)8.01); provided that any waiver, amendment or other modification requiring that, disregarding the effect of this clause (ii), requires the consent of all Lenders, two-thirds of the Lenders or each of all Lenders affected Lender thereby and which affects such Defaulting Lender differently than other Lenders or affected LenderLenders, as applicablethe case may be, shall require the consent of such Defaulting Lender. . (b) Any amount payable to a Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise, and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15 but excluding Section 2.16) shall, unless the Borrower otherwise agrees in writing in its sole discretion, in lieu of being distributed to such Defaulting Lender, be retained by the Designated 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 Designated Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Designated Agent hereunder, (ii) second, 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 Designated Agent, (iii) third, if so determined by the Designated Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (iv) fourth, 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 as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. (c) In the event that the Administrative Designated Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of then (i) such agreement, Lender shall cease to be a Defaulting Lender for all purposes hereof and (ii) such Lender shall purchase at par such of the Loans Advances of the other Lenders as the Administrative Designated Agent shall determine may to be necessary in order for the Lenders to hold the Loans such Advances ratably in accordance with their Applicable PercentageCommitments. (d) No Commitment of any Lender shall be increased or otherwise affected and, except as otherwise expressly provided in this Section, performance by the Borrower of its obligations hereunder and under the other Loan Documents shall not be excused or otherwise modified, as a result of the operation of this Section. The rights and remedies against a Defaulting Lender under this Section are in addition to other rights and remedies that the Borrower, the Designated Agent or any Non-Defaulting Lender may have against such Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Fees set forth in Section 2.09(a2.10(a) shall cease to accrue on the unused unfunded portion of the Commitment Commitments of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) To the extent permitted by applicable Law, any voluntary prepayment of Loans shall, if Borrower so directs at the time of making such voluntary prepayment, be applied to the Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and the Aggregate Exposure of such Defaulting Lender in respect of its Commitment and Revolving Credit were zero; and (c) The Aggregate Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)10.01); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In Lender and in any event, no such amendment, modification, or waiver shall increase the event that Commitments or the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused principal amount of any Loans of such Lender to be a Defaulting Lender, then, on extend the maturity date applicable thereto or decrease the rate of interest (including any commitment fees) payable in respect thereof without the consent of such agreement, 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 the Lenders to hold the Loans in accordance with their Applicable PercentageDefaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, without limiting any other rights Borrower may have against such Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment Unused Revolving Credit of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.9(b);; and (b) the Commitment Advances and Revolving Credit Exposure commitment of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver pursuant to Section 9.02, except for any amendment other modification); provided that (i) such Defaulting Lender’s Revolving Credit commitment may not be increased or waiver described in Section 9.02(b)(i)extended without its consent, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent, and (iii)); provided that ) any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected LenderLenders, as applicablethe case may be, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, 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 the Lenders to hold the Loans in accordance with their Applicable Percentage.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii), (iii) or (iiiiv)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, Lenders (as applicable, ) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such the portion of the Loans of the other Lenders and take such other actions as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable PercentagePercentage whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to 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 Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.01 or otherwise) or received by Administrative Agent from a Defaulting Lender, will be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, as 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; third, if so determined by Administrative Agent and 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 any amounts owing to 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 breach of its obligations under this Agreement; fifth, so long as no Default exists, to the 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) notwithstanding anything to the contrary contained herein, such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment will be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by Lenders pro rata in accordance with the Revolving Credit Exposures hereunder. 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 2.16 are hereby deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lenders. Notwithstanding any 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 Lenderapply: (a) commitment fees pursuant to Section 2.09(a) the Facility Fee shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.09(a);; and (b) the Commitment and Revolving Credit Exposure Advances of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver modification of this Agreement pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)9.01); provided that any waiveramendment, amendment waiver or modification requiring the consent of all Lendersa type described in clause (a), two-thirds (b) or (c) of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, first proviso in Section 9.01 shall require the consent of such Defaulting LenderLender to the extent otherwise required in accordance with the terms thereof. In the event that each of the Administrative Agent and the Borrower Mondelēz International agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, then such Lender shall purchase at par such of the Loans Advances of the other Lenders (together with any break funding incurred by such other Lenders as a result of such purchase) as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the Loans such Advances in accordance with their Applicable Percentageits pro rata portion of the total Commitments and clauses (a) and (b) above shall cease to apply (it being agreed that such Defaulting Lender shall not be entitled to receive any Facility Fee that, in accordance with clause (a) above, shall have ceased to accrue during the period when it was a Defaulting Lender, and all amendments, waivers or modifications effected without its consent in accordance with the provisions of clause (b) above during such period shall be binding on it).

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.12(a);; and (b) the Commitment and Revolving Credit Exposure Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)9.02, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. . (c) [reserved]; (d) [reserved]; In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their Applicable Percentageits pro rata share; provided that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(aUndrawn Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0214.01); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)14.01, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrowers and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans ratably in accordance with their Applicable Percentagethe Commitment of such Lender; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); , provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(aUndrawn Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0213.01); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)13.01, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their Applicable its Pro Rata Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment facility fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 3.06(a);; and (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)10.07); provided that any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each all Lenders affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenderthereby shall, except as applicableotherwise provided in Section 10.07, shall require the consent of such Defaulting LenderLender in accordance with the terms hereof. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such the applicable Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage, and such Lender shall thereupon cease to be a Defaulting Lender (but shall not be entitled to receive any fees accrued during the period when it was a Defaulting Lender as set forth in this Section 3.14, and all amendments, waivers or other modifications effected without its consent in accordance with the provisions of Section 10.07 and this Section 3.14 during such period shall be binding on it). The rights and remedies against, and with respect to, a Defaulting Lender under this Section 3.14 are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, the Lenders, and the Borrower may at any time have against, or with respect to, such Defaulting Lender.

Defaulting Lenders. Notwithstanding 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender Lender’s Revolving Credit Commitments pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.12(a); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender Lender’s Commitments shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)9.1); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender; and provided further that in the event that a Lender is a Defaulting Lender solely as the result of a failure to fund pursuant to clause (a) of the definition of the term “Defaulting Lender” and such failure to fund is the subject of a good faith dispute, any waiver, amendment or modification pursuant to Section 9.1(b) or 9.1(d) affecting such Defaulting Lender shall require the consent of such Defaulting Lender; and (c) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.19) shall, in lieu of being distributed to such Defaulting Lender, subject to any applicable requirements of law, be applied (i) first, to the payment of any amounts owing hereunder by such Defaulting Lender to JPMEL, as Facility Agent, (ii) second, 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 JPMEL, as Facility Agent, and (iii) third, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. In the event that the Administrative Agent JPMEL, as Facility Agent, and the Borrower PMI both agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall (i) purchase at par such portion of the Loans Advances of the other Lenders as the Administrative Agent JPMEL, as Facility Agent, shall determine may be necessary in order for the Lenders such Lender to hold the Loans such Advances ratably in accordance with their Applicable Percentageits respective Commitment and (ii) cease to be a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); , provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) Fees shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.12(a);. (b) the The Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i11.02), (ii) or (iii)); provided that (i) any waiver, consent, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each affected Lender which affects shall require the consent of such Defaulting Lender, (ii) any waiver, consent, amendment or modification requiring the consent of each Lender shall require the consent of such Defaulting Lender differently than other Lenders (except in respect of any increases in the Borrowing Base or affected Lenderthe Maximum Facility Amount), as applicable, shall require and (iii) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower each agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, then 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 the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(aCommitment Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)12.01); provided that any waiverprovided, amendment that, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their Applicable its Pro Rata Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) Ticking Fees shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.09(a);; and (b) the Commitment and Revolving Credit Exposure the outstanding Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)10.06); provided that any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each all Lenders affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenderthereby shall, except as applicableotherwise provided in Section 10.06, shall require the consent of such Defaulting LenderLender in accordance with the terms hereof. In the event that the Administrative Agent and the Borrower Company agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, then such Lender shall purchase at par such of thereupon cease to be a Defaulting Lender (but shall not be entitled to receive any fees accrued during the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders to hold the Loans period when it was a Defaulting Lender, and all amendments, waivers or modifications effected without its consent in accordance with their Applicable Percentagethe provisions of Section 10.06 and this Section 2.12 during such period shall be binding on it). The rights and remedies against, and with respect to, a Defaulting Lender under this Section 2.12 are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, each Lender and the Company may at any time have against, or with respect to, such Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) Ticking Interest shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.09(a); (b) the Commitment and Revolving Credit Exposure Commitments of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided provided, that any waiverthis clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby; In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such of the Loans of the other Lenders as then the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein such Lender will cease to be a Defaulting Lender; provided, however, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of the Borrower or any other party hereunder arising from such Lender’s having been a Defaulting Lender, and the Borrower and such other party shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentageretain and reserve any such claim.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply then, for so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on , the unused portion of the Commitment of such Defaulting Lender to the extent Commitments and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each all Lenders affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenderthereby shall, except as applicableotherwise provided in Section 9.02, shall require the consent of such Defaulting LenderLender in accordance with the terms hereof. In the event that the Administrative Agent and the Borrower Company agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall purchase at par take such of the Loans of the other Lenders actions as the Administrative Agent shall may determine may to be necessary appropriate in order for the Lenders connection with such Lender ceasing to hold the Loans be a Defaulting Lender, whereupon such Lender will cease to be a Defaulting Lender (but all amendments, waivers or other modifications effected without its consent in accordance with their Applicable Percentagethe provisions of Section 9.02 and this Section during such period shall be binding on it). The rights and remedies against, and with respect to, a Defaulting Lender under this Section are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, any Lender or the Company may at any time have against, or with respect to, such Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent extent, and during the period period, such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to but for the extent and during the period such Lender is a Defaulting Lender)foregoing; (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); , provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, Lenders (as applicable, ) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the such date of such agreement, such Lender shall purchase at par such the portion of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(aUndrawn Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders Majority Group Agents have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0213.01); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)13.01, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their Applicable its Pro Rata Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for then, so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on , the unused portion of the Commitment of such Defaulting Lender to the extent Commitments and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Aggregate Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)9.2); provided provided, that any waiverthis paragraph shall not apply to the vote of a Defaulting Lender in the case of an amendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender affected Lender which affects thereby if such amendment, waiver or modification would adversely affect such Defaulting Lender differently than compared to other Lenders similarly affected Lenders; provided, further, that no amendment, waiver or affected Lendermodification that would require the consent of a Defaulting Lender under clause (2), as applicable, shall require (3) or (6) of Section 9.2(b) may be made without the consent of such Defaulting Lender. In the event that the Administrative Agent Agent, Mid-Holdings and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par then cease to be a Defaulting Lender with respect to subsequent periods unless such of the Loans of the other Lenders as the Administrative Agent Lender shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentagethereafter become a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Committed Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Committed Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) The Unused Fee shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.05 and such Defaulting Lender shall not be entitled to the extent and during the period such Lender is payment of any Make-Whole Fee if it remains a Defaulting Lender (and at the Borrower shall not be required time of any reduction of the Aggregate Commitment pursuant to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);Section 2.03. (b) the The Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i10.01), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. (c) So long as an Event of Termination has not occurred and is continuing, any amount payable to such Defaulting Lender or any member of its Lender Group hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.04 hereof) shall, in lieu of being distributed to such Defaulting Lender or member, be retained by the Program 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 Program Agent to (i) the funding or cash collateralization of the Commitment of such Defaulting Lender as required by this Agreement, (ii) the funding of any Advance in respect of which such Defaulting Lender has failed to fund its Pro Rata Share as required by this Agreement, and (iii) if so determined by the Program Agent and the Borrower, be held in such account as cash collateral for future funding obligations of the Defaulting Lender's Lender Group under this Agreement. Amounts held in such segregated account will not accrue Interest or Fees. Any investment income earned from investments in the segregated account shall be retained in the segregated account. (d) In the event that the Administrative Agent Program Agent, the Syndication Agents and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on then the date Commitments of the Lenders and the Lender Group Limit of the Lender's related Lender Group shall be readjusted to reflect the inclusion of such agreement, Lender's Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders in its Lender Group as the its related Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their Applicable Percentageits Pro Rata Share of the Lender Group Limit and all funds held in a segregated account in respect of such Lender Group under Section 2.18(c) shall be released to the Administrative Agent of such Lender Group.

Defaulting Lenders. Notwithstanding any 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, to the extent permitted by applicable law: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the unfunded Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.03(a);; and (b) the Commitment and Revolving Credit Exposure Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)8.01); provided provided, that any waiverthis clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each Lender affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lenderthereby. In the event that the Administrative Agent and the Borrower each agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be is no longer a Defaulting Lender, thenthe Administrative Agent will so notify the parties hereto, on whereupon as of the effective date of specified in such agreementnotice and subject to any conditions set forth therein, such Lender shall shall, to the extent applicable, purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their Applicable Percentageits pro rata share, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(aThe Unused Fee (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0214.01); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)14.01, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent and the Borrower agree each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall purchase at par such of the Loans of the other Lenders or take such other actions as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their Applicable Percentageits percentage of the aggregate Commitments of all Lenders, whereupon such Lender will cease to be a Defaulting Lender; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the Administrative Agent shall deliver written notice to such effect upon obtaining knowledge of such event to the Borrower and such Defaulting Lender, and the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ai) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender Section 2.03 (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a that Defaulting Lender); (bii) the Commitment and Revolving Credit Exposure Commitments of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders Lenders, as the case may be, have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)8.01); provided that such Defaulting Lender shall continue to have voting rights with respect to (x) any waiveramendment, amendment waiver or modification requiring consent that would increase or extend such Defaulting Lender’s commitment or postpone any scheduled date of payment of or reduce the principal of, or interest on any Advances or fees owing to such Defaulting Lender (except as set forth in clause (i) above), (y) any amendment, waiver or consent modifying the terms of this proviso, or (z) any amendment, waiver or consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than any other Lenders Lender or any other affected Lender, as applicablethe case may be; and (iii) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.13) shall require the consent be deemed to have satisfied such payment obligation owing to such Defaulting Lender but, in lieu of being distributed to such Defaulting Lender. In , subject to any applicable requirements of law, be applied (i) first, to the event that payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, 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 and (iii) third, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. (b) If the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or upon receipt by the Administrative Agent and the Borrower of the confirmation referred to in clause (iv) of the definition of “Defaulting Lender”, thenas applicable, then on the such date of such agreement, such Lender shall purchase at par such portion of the Loans Advances of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the Loans such Advances ratably in accordance with their Applicable Percentageits respective Commitment and such Lender shall cease to be a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Committed Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Committed Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(aCommitment Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders Majority Group Agents have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0214.01); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)14.01, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Committed Lender or each Committed Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date such Committed Lender (or a member of such agreement, such Lender Committed Lender’s Group) shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Committed Lender’s Group to hold the such Loans in accordance with their Applicable its Pro Rata Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Committed Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure Outstanding Amount of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)9.1); provided that any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each all Lenders affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenderthereby shall, except as applicableotherwise provided in Section 9.1, shall require the consent of such Defaulting LenderLender in accordance with the terms hereof. In the event that the Administrative Agent and the Borrower each agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their Applicable Percentageits Pro Rata Share; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such ▇▇▇▇▇▇ was a Defaulting Lender; provided, further, that, except as otherwise expressly agreed by the affected parties, no change hereunder from a Defaulting Lender to a Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.09(a);; and (b) the Commitment and Revolving Credit Exposure or Loans, as applicable, of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiverthis clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders each Lender or each Lender affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lenderthereby. In the event that the Administrative Agent and the Borrower agree in writing Company each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, thenthe Administrative Agent will so notify the parties hereto, on the date of such agreement, whereupon such Lender shall purchase at par such cease to be a Defaulting Lender hereunder; provided that, except to the extent otherwise expressly agreed by the affected parties and subject to Section 9.17, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of the Loans any claim of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentageany party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement herein 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Revolving Credit Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender)subsection 2.6; (b) the Commitment and Revolving Credit Exposure Commitments and Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(isubsection 10.1), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which (i) increases or extends the Revolving Credit Commitment of such Defaulting Lender or (ii) which affects such Defaulting Lender differently than disproportionately when compared to other affected Lenders or affected Lendershall, as applicablein each case, shall require the consent of such Defaulting Lender. In the event that ; (c) unless otherwise agreed by the Administrative Agent and the Borrower agree Borrower, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in writing that 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 or any Swing Line Lender hereunder, (ii) second, 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, and (iii) third, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; and (d) if any L/C Obligations exist or any Swing Line Loans are outstanding at the time a Lender is a Defaulting Lender has adequately remedied then: (i) if no Default or Event of Default then exists, all matters or any part of the L/C Obligations or outstanding Swing Line Loans of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Revolving Percentages but only to the extent that caused (a) the sum of all non-Defaulting Lenders’ Revolving Extensions of Credit plus such Defaulting Lender’s L/C Obligations and outstanding Swing Line Loans does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments and (b) the respective Revolving Extensions of Credit of each non-Defaulting Lender do not exceed such non-Defaulting Lender’s Revolving Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Lender or Swing Line Lenders only its obligations corresponding to such Defaulting Lender’s L/C Obligations or Swing Line Loans (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in subsection 2.9 for so long as such L/C Obligations or Swing Line Loans are outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Obligations or Swing Line Loans pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to subsection 2.6 with respect to such Defaulting Lender’s L/C Obligations or Swing Line Loans during the period such Defaulting Lender’s L/C Obligations or Swing Line Loans are cash collateralized; and (iv) if the L/C Obligations or Swing Line Loans of the non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the commitment fees payable to the Lenders pursuant to subsection 2.6 shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Percentages. (e) so long as such Lender to be is a Defaulting Lender, thenthe Issuing Lender and Swing Line Lenders shall not be required to issue, on amend or increase any Revolving Letter of Credit or Swing Line Loans unless it is satisfied that the date related exposure will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with subsection 2.9 and participating interests in any newly issued or increased Letter of Credit or Swing Line Loan shall be allocated among non-Defaulting Lenders in a manner consistent with subsection 2.24(d)(i) (and such agreement, such Defaulting Lender shall purchase at par not participate therein). (f) The rights and remedies against a Defaulting Lender under this subsection 2.24 are in addition to all other rights and remedies which the Borrowers may have against such of the Loans of the other Lenders as Defaulting Lender with respect to any Funding Default and which the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Funding Default. The Administrative Agent shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentagepromptly notify each Lender if any Lender becomes a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.09(a);; and (b) the Commitment Revolving Commitment, outstanding principal amount of Revolving Loans of such Defaulting Lender and Revolving Credit Exposure the outstanding principal amount of Term Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required Majority Facility Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In , and provided further, that any waiver, amendment or modification requiring the event that consent of all Lenders or each affected Lender made pursuant to clause (i), (ii) or (iii) of the Administrative Agent first proviso to Section 9.02(b) (but, in respect of such clauses (ii) and (iii), only to the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused extent relating to principal or interest) shall also require the consent of any such Lender to be which has become a Defaulting Lender, then, on the date of such agreement, 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 the Lenders to hold the Loans in accordance with their Applicable Percentage.

Defaulting Lenders. Notwithstanding any provision of this Agreement or any other Loan Document 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion undrawn amount of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.11(a);; and (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders (or all Lenders, two-thirds of as the Lenders or the Required Lenders case may be) have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided provided, that any waiverthis clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender affected Lender which affects thereby if such Defaulting Lender differently than other Lenders or is an affected Lender, as applicable, shall require . (c) If the consent of such Defaulting Lender. In the event that Borrower and the Administrative Agent and the Borrower agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender has adequately remedied all matters will, to the extent applicable, purchase at par that caused portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments, and reimburse each such Lender for any costs of the type described in Section 2.15 incurred by any Lender as a result of such purchase, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, thenfurther, on that except to the date extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of such agreementany claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. The rights and remedies against, and with respect to, a Defaulting Lender under this Section 2.19 are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, each Lender or the Borrower or any other Loan Party may have at any time against, or with respect to, 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 the Lenders to hold the Loans in accordance with their Applicable PercentageDefaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for then, so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on , the unused portion of the Commitment of such Defaulting Lender to the extent Commitments and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Aggregate Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)9.2); provided provided, that any waiverthis paragraph shall not apply to the vote of a Defaulting Lender in the case of an amendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender affected Lender which affects thereby if such amendment, waiver or modification would adversely affect such Defaulting Lender differently than compared to other Lenders similarly affected Lenders; provided, further, that no amendment, waiver or affected Lendermodification that would require the consent of a Defaulting Lender under clause (2), as applicable, shall require (3) or (6) of Section 9.2(b) may be made without the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par then cease to be a Defaulting Lender with respect to subsequent periods unless such of the Loans of the other Lenders as the Administrative Agent Lender shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentagethereafter become a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Committed Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Committed Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(aCommitment Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders Majority Group Agents have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0214.01); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)14.01, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Committed Lender or each Committed Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date such Committed Lender (or a member of such agreement, such Lender Committed Lender’s Group) shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Committed ▇▇▇▇▇▇’s Group to hold the such Loans in accordance with their Applicable its Pro Rata Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Committed Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent extent, and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period period, such Lender is a Defaulting Lender);; and (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, Lenders (as applicable, ) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such the portion of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage.

Defaulting Lenders. (a) Notwithstanding any 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: (ai) commitment fees pursuant to Section 2.09(a) Unused Commitment Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender; (ii) notwithstanding anything to the contrary contained in Section 2.03 hereof, the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the extent and during Commitments of the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender)other Lenders; (biii) the unfunded portion of the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds a majority of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including including, in each case, any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)13.01); provided provided, that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender Lender, as applicable, which affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. ; and (iv) the Borrower may replace such Defaulting Lender in accordance with Section 2.16 of this Agreement. (b) In the event that the Administrative Agent and the Borrower agree in writing determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on then (i) the date Lender Percentages shall be readjusted to reflect the inclusion of such agreement, ▇▇▇▇▇▇’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 the Lenders such Lender to hold the such Loans in accordance with their Applicable Percentageits Lender Percentage and (ii) the provisions of clause (a), above, shall, from and after such determination, cease to be of further force or effect with respect to such Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.12(a);; and (b) the Commitment and Revolving Credit Exposure Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on then the date Revolving Loans of the Lenders shall be readjusted to reflect the inclusion of such agreement, Lender’s Commitment and 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 the Lenders such Lender to hold the such Revolving Loans in accordance with their its Applicable Percentage.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender Bank becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender Bank is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Loan Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender)Section 2.08; (b) the Loan Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders Banks have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0212.02); provided, except for any amendment that (i) such Defaulting Lender’s Loan Commitment may not be increased or waiver described in Section 9.02(b)(i), extended without its consent and (ii) the principal amount of, or (iii)); provided that any waiverinterest or fees payable on, amendment Loans may not be reduced or modification requiring excused or the consent scheduled date of all Lenders, two-thirds of the Lenders or each affected Lender which affects payment may not be postponed as to such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of without such Defaulting Lender. ’s consent; (c) In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender Bank to be a Defaulting Lender, then, then such Bank shall thereupon cease to be a Defaulting Lender and on the such date of such agreement, such Lender Bank shall purchase at par such of the Loans of the other Lenders Banks as the Administrative Agent shall determine may be necessary in order for the Lenders such Bank to hold the such Loans in accordance with their Applicable Percentageits Pro Rata Share. (d) In the event that a Bank shall become a Defaulting Lender, then, provided that no Event of Default shall have occurred and be outstanding, and subject to the provisions of applicable law, for so long as such Bank shall remain a Defaulting Lender, Borrower shall have the right to replace such Defaulting Lender as though it were an Affected Bank, in accordance with the provisions of Section 3.07.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(aCommitment Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)13.01); provided that any waiverprovided, amendment that, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their Applicable its Pro Rata Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion amount of the Revolving Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);Section 2.11; and (b) the Revolving Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)10.02); provided that any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each all Lenders affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenderthereby shall, except as applicableotherwise provided in Section 10.02, shall require the consent of such Defaulting LenderLender in accordance with the terms hereof. In the event that the Administrative Agent and the Borrower Company shall agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall fund its Loans to the Borrower or purchase at par such of the Loans Revolving Exposures of the other Lenders Lenders, in each case as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the Loans such Revolving Exposures ratably in accordance with their Applicable Percentageits applicable Commitments. Such Lender shall cease to be a Defaulting Lender upon remedying all matters to the satisfaction of the Administrative Agent and the Company that caused such Lender to be a Defaulting Lender, including the funding of any Revolving Exposure necessary in order for such Lender to hold such Exposures ratably in accordance with its applicable Commitments.

Defaulting Lenders. (a) Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in Section 9.02(b)) and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02) or under any other Loan Document; provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)9.02, this clause (iia) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby. (b) In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, thenthe Administrative Agent will so notify the parties hereto, on whereupon as of the effective date of specified in such agreementnotice and subject to any conditions set forth therein, such Lender shall purchase at par such will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Loans 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 Lender will constitute a waiver or release of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentageany claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding any 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: (ai) commitment fees pursuant to Section 2.09(a) Unused Commitment Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.10(a); (ii) notwithstanding anything to the contrary contained in Section 2.03 hereof, the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the extent and during Commitments of the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender)other Lenders; (biii) neither the Commitment and Revolving Credit Exposure nor the portion of the Loans Outstanding (if any) funded by such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds a majority of the Lenders or the Required Lenders have taken or may take any action hereunder and such Defaulting Lender shall not be included in determining whether the Administrative Agent have taken or under may take any other Loan Document action hereunder (including including, in each case, any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)13.01); provided provided, that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender Lender, as applicable, which affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. ; and (iv) the Borrower may replace such Defaulting Lender in accordance with Section 2.16 of this Agreement. (b) In the event that the Administrative Agent and the Borrower agree in writing determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on then (i) the date Lender Percentages shall be readjusted to reflect the inclusion of such agreement, ▇▇▇▇▇▇’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 the Lenders such Lender to hold the such Loans in accordance with their Applicable Percentageits Lender Percentage and (ii) the provisions of clause (a), above, shall, from and after such determination, cease to be of further force or effect with respect to such Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);; and (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii), (iii) or (iiiiv)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, Lenders (as applicable, ) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such the portion of the Loans of the other Lenders and take such other actions as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable PercentagePercentage whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such L▇▇▇▇▇ 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 Lender will constitute a waiver or release of any claim of any party hereunder arising from such L▇▇▇▇▇’s having been a Defaulting Lender. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.01 or otherwise) or received by Administrative Agent from a Defaulting Lender, will be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, as 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; third, if so determined by Administrative Agent and 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 any amounts owing to 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 breach of its obligations under this Agreement; fifth, so long as no Default exists, to the 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) notwithstanding anything to the contrary contained herein, such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment will be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by Lenders pro rata in accordance with the Revolving Credit Exposures hereunder. 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 2.16 are hereby deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the Administrative Agent shall deliver written notice to such effect, upon the Administrative Agent’s obtaining knowledge of such event, to the Borrower and such Defaulting Lender, and the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) Commitment Fees shall cease to accrue on the unused undrawn portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.09(a);. (b) the Commitment and Revolving Credit Aggregate Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i10.01), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects would increase or extend the term of the Commitment of a Defaulting Lender, extend the date fixed for payment of principal or interest owing to a Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to a Defaulting Lender or of any fee payable to a Defaulting Lender (except as otherwise provided in this Section 2.16) or alter the terms and conditions of this sentence or affect such Defaulting Lender differently than other affected Lenders or affected Lendershall, as applicablein each case, shall require the consent of such Defaulting Lender. (c) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15(c) but excluding Section 2.17(b)) shall, in lieu of being distributed to such Defaulting Lender, 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 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, and (iii) third, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. (d) if any L/C Exposure exists at the time such Lender becomes a Defaulting Lender then: (i) all or any part of the L/C Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Aggregate Exposure Percentages but only to the extent (i) the sum of all non-Defaulting Lenders’ Loans and L/C Exposure then outstanding plus such Defaulting Lender’s L/C Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments and (ii) that after giving effect to such reallocation, no non-Defaulting Lender’s Loans and L/C Exposure exceeds its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize in Dollars for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Article VIII for so long as such L/C Exposure is outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.03(a) 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 Lenders pursuant to Section 3.03(a) shall be adjusted in accordance with such non-Defaulting Lenders’ Aggregate Exposure Percentages; and (v) if all or 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 Issuing Banks or any other Lender hereunder, all fees payable under Section 3.03(a) with respect to such Defaulting Lender’s L/C Exposure shall be payable to the Issuing Banks until and to the extent that such L/C Exposure is reallocated and/or cash collateralized; and (e) so long as such Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding L/C Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.16(d), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.16(d)(i) (and such Defaulting Lender shall not participate therein). In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or upon receipt by the Administrative Agent of the confirmation referred to in clause (c) of the definition of “Defaulting Lender”, thenas applicable, then on the such date of such agreement, such Lender shall purchase at par such portion of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans ratably in accordance with their Applicable Percentageits respective Commitment. For purposes of this Section 2.16, the term “Lender” includes the Issuing Banks.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a[Reserved]; and (b) shall cease to accrue on the unused portion of the Commitment of such Defaulting Swingline Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay fund any such commitment fee that otherwise would have accrued Swingline Loan and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender Issuing Bank shall not be included in determining whether all Lendersrequired to issue, two-thirds amend or increase any Letter of Credit unless it is satisfied that cash collateral will be provided by the Lenders Borrower or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to applicable Lender in accordance with Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender2.04 and 2.05, as applicable; and (c) If the Borrower, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent Agent, Swingline Lender and the Borrower Issuing Bank agree in writing in their sole discretion that a Defaulting Lender has adequately remedied all matters that caused such Lender should no longer be deemed to be a Defaulting Lender, thenthe Administrative Agent will so notify the parties hereto, on the date of such agreement, such Lender shall purchase at par such whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to Cash Collateral) that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent shall may reasonably determine may to be necessary in order for to cause the Revolving Commitments and funded and unfunded Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders to hold the Loans in accordance with their Applicable PercentagePro Rata Shares, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for then, so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on , the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure Commitments of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided provided, that any waiverthis clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lenderthereby. In the event that the Administrative Agent and the Term Facility Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such of the Loans of the other Lenders as then the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein such Lender will cease to be a Defaulting Lender; provided, however, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of the Term Facility Borrower or any other party hereunder arising from such Lender’s having been a Defaulting Lender, and the Term Facility Borrower and such other party shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentageretain and reserve any such claim.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a2.10(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds a number of the Lenders greater than Required Lenders or of each Lender affected Lender thereby and which waiver, amendment or modification materially and adversely affects such Defaulting Lender differently than the other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, 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 the Lenders to hold the Loans in accordance with their Applicable Percentage; (c) if any LC Exposure exists at the time a Multicurrency Lender becomes a Defaulting Lender then: (i) all or any part of such LC Exposure shall be reallocated among the non-Defaulting Multicurrency Lenders in accordance with their respective Applicable Multicurrency Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Multicurrency Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Multicurrency Commitments, (y) no non-Defaulting Lender’s Revolving Multicurrency Credit Exposure will exceed such Lender’s Multicurrency Commitment, and (z) the conditions set forth in Section 4.02 are satisfied at such time (and unless the Borrower has notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time); (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within 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 (i) above) in accordance with the procedures set forth in Section 2.04(k) for so long as such LC Exposure is outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.10(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; (iv) if the LC Exposure of the non-Defaulting Multicurrency Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.10(a) and Section 2.10(b) shall be adjusted in accordance with such non-Defaulting Multicurrency Lenders’ Applicable Multicurrency Percentages; (v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.17(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.10(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; and (vi) no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation. (d) so long as any Multicurrency Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Multicurrency Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(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 Section 2.17(c)(i) (and Defaulting Lenders shall not participate therein). In the event that the Administrative Agent, the Borrower and the Issuing Bank each agrees that a Defaulting Lender that is a Multicurrency Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then such Lender shall no longer be deemed a Defaulting Lender, the Borrower shall no longer be required to cash collateralize any portion of such Lender’s LC Exposure cash collateralized pursuant to Section 2.17(c)(ii) above and the LC Exposure of the Multicurrency Lenders shall be readjusted to reflect the inclusion of such Lender’s Multicurrency Commitment and on such date such Lender shall purchase at par such of the Loans of the other Multicurrency Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Multicurrency Percentage.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply then, for so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of , the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)9.02, (ii) this paragraph shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lenderthereby. In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to payments made by or on behalf of the Borrower while that 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 Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure Outstanding Amount of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)9.1); provided that any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each all Lenders affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenderthereby shall, except as applicableotherwise provided in Section 9.1, shall require the consent of such Defaulting LenderLender in accordance with the terms hereof. In the event that the Administrative Agent and the Borrower each agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their Applicable Percentageits Pro Rata Share; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such ▇▇▇▇▇▇ was a Defaulting Lender; provided further that, except as otherwise expressly agreed by the affected parties, no change hereunder from a Defaulting Lender to a Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Fees set forth in Section 2.09(a2.10(a) shall cease to accrue on the unused unfunded portion of the Commitment Commitments of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) To the extent permitted by applicable Law, any voluntary prepayment of Term Loans shall, if Borrower so directs at the time of making such voluntary prepayment, be applied to the Term Loans of other Lenders as if such Defaulting Lender had no Term Loans outstanding and the Aggregate Exposure of such Defaulting Lender in respect of its Commitment and Revolving Credit were zero; and (c) The Aggregate Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)10.01); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In Lender and in any event, no such amendment, modification, or waiver shall increase the event that Commitments or the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused principal amount of any Term Loans of such Lender to be a Defaulting Lender, then, on extend the maturity date applicable thereto or decrease the rate of interest (including any commitment fees) payable in respect thereof without the consent of such agreement, 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 the Lenders to hold the Loans in accordance with their Applicable PercentageDefaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Term A Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.09(a); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders, the Required Term B Lenders, the Required Term A Lenders, the Supermajority Term A Lenders or the Required Supermajority Term B Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each directly adversely affected Lender which affects such Defaulting Lender differently than other directly adversely affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In ; and (c) in the event and on the date that each of the Administrative Agent and the Borrower agree in writing agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent extent, and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period period, such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); , provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, Lenders (as applicable, ) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the such date of such agreement, such Lender shall purchase at par such the portion of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent extent, and during the period period, such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to but for the extent and during the period such Lender is a Defaulting Lender)foregoing; (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders, ninety percent of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); , provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders, ninety percent of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, Lenders (as applicable, ) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the such date of such agreement, such Lender shall purchase at par such the portion of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable PercentagePercentage in effect immediately after giving effect to such agreement.

Defaulting Lenders. Notwithstanding any 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) commitment facility fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 3.06(a);; and (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)10.07); provided that provided, that, any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each all Lenders affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenderthereby shall, except as applicableotherwise provided in Section 10.07, shall require the consent of such Defaulting LenderLender in accordance with the terms hereof. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such the applicable Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their its relevant Applicable Percentage, and such Lender shall thereupon cease to be a Defaulting Lender (but shall not be entitled to receive any fees accrued during the period when it was a Defaulting Lender, and all amendments, waivers or other modifications effected without its consent in accordance with the provisions of Section 10.07 and this Section during such period shall be binding on it). The rights and remedies against, and with respect to, a Defaulting Lender under this Section are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, the Lenders, and the Borrower may at any time have against, or with respect to, such Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a2.10(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds a number of the Lenders greater than Required Lenders or of each Lender affected Lender thereby and which waiver, amendment or modification materially and adversely affects such Defaulting Lender differently than the other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, 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 the Lenders to hold the Loans in accordance with their Applicable Percentage.; (c) if any LC Exposure exists at the time a Multicurrency Lender becomes a Defaulting Lender then: (i) all or any part of such LC Exposure shall be reallocated among the non-Defaulting Multicurrency Lenders in accordance with their respective Applicable Multicurrency Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Multicurrency Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Multicurrency Commitments, (y) no non-Defaulting Lender’s Revolving Multicurrency Credit Exposure will exceed such Lender’s Multicurrency Commitment, and (z) the conditions set forth in Section 4.02 are satisfied at such time (and unless the Borrower has notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time); (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within 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 (i) above) in accordance with the procedures set forth in Section 2.04(k) for so long as such LC Exposure is outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.10(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; (iv) if the LC Exposure of the non-Defaulting Multicurrency Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.10(a) and Section 2.10(b) shall be adjusted in accordance with such non-Defaulting Multicurrency Lenders’ Applicable Multicurrency Percentages; (v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.17(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.10(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; and

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) Unused Line Fees shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee Unused Line Fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, 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 the Lenders to hold the Loans in accordance with their Applicable Percentage.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion amount of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.09(a);; and (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each all Lenders affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenderthereby shall, except as applicableotherwise provided in Section 9.02, shall require the consent of such Defaulting LenderLender in accordance with the terms hereof. In the event that the Administrative Agent and the Borrower Company each agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, then such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may to be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage, and such Lender shall thereupon cease to be a Defaulting Lender (but shall not be entitled to receive any fees accrued during the period when it was a Defaulting Lender, and all amendments, waivers or modifications effected without its consent in accordance with the provisions of Section 9.02 and this Section during such period shall be binding on it).

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders have taken or under may have taken any other Loan Document action hereunder (including including, in each case, any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)10.01); provided provided, that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, Lenders shall require the consent of such Defaulting Lender, as applicable; and (b) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent and the Borrower agree in writing determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, thenthen the provisions of clauses (a) and (b) above shall, from and after such determination, cease to be of further force or effect with respect to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the date of such agreement, Borrowers while such Lender shall purchase at par 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 waiver or release of any claim of any party hereunder arising from such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable PercentageLender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.12(a);; and (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)9.02, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lenderthereby. In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Credit 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i12.6), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders pursuant to Section 12.6(a)-(d) or affected Lenderany waiver, as applicable, amendment or modification of this Section 12.9(b) shall require the consent of such Defaulting Lender if such Defaulting Lender would be directly adversely affected thereby; and (b) except as otherwise provided in this Credit Agreement, any amount payable to or for the account of any Defaulting Lender in its capacity as a Lender hereunder (whether on account of principal, interest, fees or otherwise, and including any amounts payable to such Defaulting Lender. In the event that ) 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, (A) be applied, at such time or times as may be determined by the Administrative Agent, (1) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, and (2) second, to the funding of such Defaulting Lender’s Loans in respect of which such Defaulting Lender shall have failed to fund such share as required hereunder, (B) to the extent not applied or held as aforesaid, be applied, pro rata, to the payment of any amounts owing to the Borrower agree or any non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any non-Defaulting Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations hereunder and (C) to the extent not applied or held as aforesaid, be distributed to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. (c) The Borrower may, in writing its sole discretion, require any Defaulting Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 (but at the expense of such Defaulting Lender) to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrower shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrower shall not be permitted to require a Defaulting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 10.(f) unless the Borrower has adequately remedied all matters that caused notified such Defaulting Lender of their intention to be a Defaulting Lender, then, on require the date of such agreement, such Lender shall purchase assignment thereof at par such of least ten days prior to the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentageproposed assignment date.

Defaulting Lenders. Notwithstanding any 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) such Defaulting Lender shall not be entitled to receive any commitment fees fee pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and for any period during the period such Lender which it is a Defaulting Lender (and the Borrower Company shall not be required to pay any such commitment fee that would otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);; and (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02), except for that (i) the Commitment of any amendment Defaulting Lender may not be increased or waiver described in Section 9.02(b)(i), extended without the consent of such Lender and (ii) or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which that by its terms affects such any Defaulting Lender differently more adversely than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing Company each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall purchase at par such of the Loans then outstanding of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage, whereupon such Lender shall no longer be a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent extent, and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period period, such Lender is a Defaulting Lender);; and (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders, two-thirds of the Lenders of a Class, the Required Lenders or the Required Lenders of a Class have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, Lenders (as applicable, ) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such the portion of the Loans of the other Lenders and take such other actions as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable PercentagePercentage in effect immediately after giving effect to such agreement, whereupon such Lender will cease to be a Defaulting Lender; provided that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such ▇▇▇▇▇▇’s having been a Defaulting Lender. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.01 or otherwise) or received by Administrative Agent from a Defaulting Lender, will be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; third, if so determined by Administrative 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 any amounts owing to 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 breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) notwithstanding anything to the contrary contained herein, such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment will be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by Lenders pro rata in accordance with the Revolving Credit Exposures hereunder. 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 2.16 are hereby deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply then, for so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) , the Commitment and Revolving Credit Exposure the Loan of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each all Lenders affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenderthereby shall, except as applicableotherwise provided in Section 9.02, shall require the consent of such Defaulting LenderLender in accordance with the terms hereof. In the event that the Administrative Agent and the Borrower each agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may will cease to be necessary in order for the Lenders to hold the Loans a Defaulting Lender; provided that all amendments, waivers or modifications effected without its consent in accordance with their Applicable Percentagethe provisions of Section 9.02 and this Section during such period shall be binding on it; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(aUndrawn Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0214.01); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)14.01, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans ratably in accordance with their Applicable Percentageits applicable Commitment; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (all of its Term Loans and the Borrower Commitments, as applicable, shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure excluded for purposes of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.028.01); provided, except for any amendment that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or waiver other modification described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring 8.01 for which the consent of all Lenders, two-thirds of the Lenders or each Lender directly and adversely affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lenderthereby is required. In the event that the Administrative Agent and the Borrower each agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall purchase at par such of the Term Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Term Loans in accordance with their Applicable Percentageits Pro Rata Share, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided further that no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim the Borrower, the Agent or any other Lender may have arising from such Lender’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if one or more Lenders become Defaulting Lenders, then, upon notice to such effect by the Designated Agent (which notice shall be given promptly after the Designated Agent becomes aware that any Lender becomes shall have become a Defaulting Lender, then including as a result of being advised thereof by the Borrower) (such notice being referred to as a “Defaulting Lender Notice”), the following provisions shall apply for so long as any such Lender is a Defaulting Lender: (ai) no commitment fees pursuant to Section 2.09(a) fee shall cease to accrue or at any time be payable for such period on the unused portion amount of the Commitment of such any Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);Section 2.03; and (bii) the Commitment and Revolving Credit Exposure outstanding Advances of such each Defaulting Lender shall not be included disregarded in determining whether all Lenders, two-thirds of the requisite Lenders or the Required Lenders shall have taken or may take any action hereunder or under any other Loan Document (including any consent to any waiver, amendment or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)8.01); provided that any waiver, amendment or other modification requiring that, disregarding the effect of this clause (ii), requires the consent of all Lenders, two-thirds of the Lenders or each of all Lenders affected Lender thereby and which affects such Defaulting Lender differently than other Lenders or affected LenderLenders, as applicablethe case may be, shall require the consent of such Defaulting Lender. . (b) Any amount payable to a Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise, and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15 but excluding Section 2.16) shall, unless the Borrower otherwise agrees in writing in its sole discretion, in lieu of being distributed to such Defaulting Lender, be retained by the Designated 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 Designated Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Designated Agent hereunder, (ii) second, 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 Designated Agent, (iii) third, if so determined by the Designated Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (iv) fourth, 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 as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. (c) In the event that the Administrative Designated Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of then (i) such agreement, Lender shall cease to be a Defaulting Lender for all purposes hereof and (ii) such Lender shall purchase at par such of the Loans Advances of the other Lenders as the Administrative Designated Agent shall determine may to be necessary in order for the Lenders to hold the Loans such Advances ratably in accordance with their Applicable PercentageCommitments. (d) No Commitment of any Lender shall be increased or otherwise affected and, except as otherwise expressly provided in this Section, performance by the Borrower of its obligations hereunder and under the other Loan Documents shall not be excused or otherwise modified, as a result of the operation of this Section. The rights and remedies against a Defaulting Lender under this Section are in addition to other rights and remedies that the Borrower, the Designated Agent or any Non-Defaulting Lender may have against such Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a2.10(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent extent, and during the period in which, such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period in which such Lender is a Defaulting Lender); ; (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders, two-thirds of the Lenders of a Class, the Required Lenders or the Required Lenders of a Class have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii), (iii) or (iiiiv)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, 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 the Lenders to hold the Loans in accordance with their Applicable Percentage.95

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.04(a);; and (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender and all of its Term Loans and Commitments, as applicable, shall not be included in excluded for purposes of determining whether all Lenders, two-thirds of the Lenders or the Required Lenders or Super-Majority Lenders, as applicable, have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.028.01); provided, except for any amendment that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or waiver other modification described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring 8.01 for which the consent of all Lenders, two-thirds of the Lenders or each Lender directly and adversely affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby is required; In the event that the Administrative Agent and the Borrower each agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall purchase at par such of the Term Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Term Loans in accordance with their Applicable Percentageits Pro Rata Share, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided further that no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim the Borrower, the Agent or any other Lender may have arising from such Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) Facility Fees shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure aggregate Advances of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Requisite Lenders have taken or may take any action hereunder under the Funding Agreement or under any of the other Loan Document Related Documents (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0212.07 of the Funding Agreement); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)12.07 of the Funding Agreement, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall purchase at par such portion of the Loans of Outstanding Principal Amount from the other Lenders as the Administrative Agent shall 744861979 10435078 determine may be necessary in order for the Lenders such Lender to hold a portion of the Loans Outstanding Principal Amount ratably in accordance with their Applicable Percentagethe Commitment of such Lender; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion amount of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender Section 2.09(a) (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during in respect of the period for which such Lender is a Defaulting Lendercommitment fee ceased to accrue);; and (b) the Commitment and Revolving Credit Exposure the Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each all Lenders affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenderthereby shall, except as applicableotherwise provided in Section 9.02, shall require the consent of such Defaulting LenderLender in accordance with the terms hereof. In the event that the Administrative Agent and the Borrower each agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall shall, to the extent applicable, make or purchase at par such of the Loans of the Loans, and take such other Lenders actions, as the Administrative Agent shall determine may to be necessary in order for the Lenders such Lender to hold the Loans in accordance with their Applicable Percentageit would have held had it not been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees Ticking Interest pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure Commitments of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided provided, that any waiverthis clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby; In the event that the Administrative Agent and the Term Facility Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such of the Loans of the other Lenders as then the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein such Lender will cease to be a Defaulting Lender; provided, however, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of the Term Facility Borrower or any other party hereunder arising from such Lender’s having been a Defaulting Lender, and the Term Facility Borrower and such other party shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentageretain and reserve any such claim.

Defaulting Lenders. (a) Notwithstanding any 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: (ai) commitment [reserved]; (ii) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees pursuant or otherwise and including any amount that would otherwise be payable to Section 2.09(asuch Defaulting Lender) shall cease shall, in lieu of being distributed to accrue on such Defaulting Lender, subject to any applicable requirements of law, be applied by the unused portion Administrative Agent, in the following order of priority: (x) first, to the Commitment payment of any amounts owing by such Defaulting Lender to the extent and during Administrative Agent hereunder, (y) second, to the period funding of any Loan in respect of which such Lender is a Defaulting Lender has failed to fund its portion thereof as required by this Agreement and (and z) the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid balance to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the Commitment [Reserved]. (c) The rights and Revolving Credit Exposure of such remedies against a Defaulting Lender shall not be included under this Section 2.20 are in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any addition to other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided rights and remedies that any waiverBorrower, amendment the Administrative Agent or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected any Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of may have against such Defaulting Lender. . (d) In the event that the Administrative Agent and the Borrower Parent agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, then 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 the Lenders such Lender to hold the such Loans ratably in accordance with their Applicable Percentageits Commitment (or, if the Aggregate Commitments have terminated, as last in effect) and such Lender shall no longer be a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent extent, and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period period, such Lender is a Defaulting Lender);; and (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders, two-thirds of the Lenders of a Class, the Required Lenders or the Required Lenders of a Class have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, Lenders (as applicable, ) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such the portion of the Loans of the other Lenders and take such other actions as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage. in effect immediately after giving effect to such agreement, whereupon such Lender will cease to be a Defaulting Lender; provided that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) : commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent extent, and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period period, such Lender is a Defaulting Lender); (b) ; the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); , provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, Lenders (as applicable, ) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage.

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply then, for so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on , the unused portion of the Commitment of such Defaulting Lender to the extent Commitments and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders or any other requisite Lenders shall have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiverthis paragraph (a) shall not, amendment except as otherwise provided in Section 9.02, apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby. (b) In the event that the Administrative Agent and the Borrower Agent agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Defaulting Lender will cease to be necessary in order for the Lenders to hold the Loans a Defaulting Lender; provided that all amendments, waivers or other modifications effected without its consent in accordance with their Applicable Percentagethe provisions of Section 9.02 and this Section during such period shall be binding on it; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent extent, and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period period, such Lender is a Defaulting Lender);; and (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, Lenders (as applicable, ) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such the portion of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent Commitments and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)12.1); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than disproportionately when compared to the other Lenders affected Lenders, or affected increases or extends the Commitment of such Defaulting Lender, as applicable, shall require the consent of such Defaulting Lender. In ; (b) any payment of principal, interest, fees or other amounts received by the Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 10.2 or Section 10.3 or otherwise), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that 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 that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, to the payment of any amounts owing to the 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 breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Obligor as a result of any judgment of a court of competent jurisdiction obtained by any Obligor against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that, if such payment is a payment of the principal amount of any Loans, such payment shall be applied solely to pay the relevant Loans of the relevant non-Defaulting Lenders on a pro rata basis prior to being applied in the manner set forth in this clause (b); and (c) in the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on then the date obligations and participations of the Term Loan Lenders shall be readjusted to reflect the inclusion of such agreement, Lender’s Term Loan Commitment and on such date such Lender shall purchase at par such of the Loans of the other Term Loan Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their Applicable Percentageits Pro Rata Share; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that ▇▇▇▇▇▇ was a Defaulting Lender; provided, further, that, except to the extent otherwise expressly agreed by the affected parties and subject to Section 14.21, no change hereunder from Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (Lender; and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii), (iii) or (iiiiv)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, Lenders (as applicable, ) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such the portion of the Loans of the other Lenders and take such other actions as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage.Percentage whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such ▇▇▇▇▇▇ 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 Lender will constitute a waiver or release of any claim of any party hereunder arising from such ▇▇▇▇▇▇’s having been a Defaulting Lender. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.01 or otherwise) or received by Administrative Agent from a Defaulting Lender, will be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, as 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; third, if so determined by Administrative Agent and 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 any amounts owing to 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 breach of its obligations under this Agreement; fifth, so long as no Default exists, to the 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

Defaulting Lenders. Notwithstanding any provision of this Agreement Annex to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for then, so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on , the unused portion of the Commitment of such Defaulting Lender to the extent Commitments and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Aggregate Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)9.2); provided provided, that any waiverthis paragraph shall not apply to the vote of a Defaulting Lender in the case of an amendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender affected Lender which affects thereby if such amendment, waiver or modification would adversely affect such Defaulting Lender differently than compared to other Lenders similarly affected Lenders; provided, further, that no amendment, waiver or affected Lendermodification that would require the consent of a Defaulting Lender under clause (2), as applicable, shall require (3) or (6) of Section 9.2(b) may be made without the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par then cease to be a Defaulting Lender with respect to subsequent periods unless such of the Loans of the other Lenders as the Administrative Agent Lender shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentagethereafter become a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) Ticking Fees shall cease to accrue on the unused portion Commitment of such Defaulting Lender pursuant to Section 2.12(a) and any Extension Fee or Upfront Fee that would otherwise become due and payable in respect of the Commitment of such Defaulting Lender to the extent and during the any period while such Lender is a Defaulting Lender (and the Borrower shall not cease to be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to due or payable in respect of such Defaulting Lender Lender’s Commitment pursuant to the extent and during the period such Lender is a Defaulting LenderSection 2.12(b);; and (b) the Commitment and Revolving Credit Exposure the Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each all Lenders affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenderthereby shall, except as applicableotherwise provided in Section 9.02, shall require the consent of such Defaulting LenderLender in accordance with the terms hereof. In the event that the Administrative Agent and the Borrower each agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, then such Lender shall purchase at par such of cease to be a Defaulting Lender (but shall not be entitled to receive any Ticking Fees ceasing to accrue, or any Extension Fee or any Upfront Fee ceasing to be due and payable, during the Loans of the other Lenders period when it was a Defaulting Lender as the Administrative Agent shall determine may be necessary set forth in order this Section for the Lenders to hold the Loans in accordance with their Applicable Percentageall purposes hereof).

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);[reserved]; and (b) the Commitment and Revolving Credit Exposure Commitments of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided provided, that any waiverthis clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lenderthereby. In the event that the Administrative Agent and the Term Facility Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such of the Loans of the other Lenders as then the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein such Lender will cease to be a Defaulting Lender; provided, however, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of the Term Facility Borrower or any other party hereunder arising from such Lender’s having been a Defaulting Lender, and the Term Facility Borrower and such other party shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentageretain and reserve any such claim.

Defaulting Lenders. (a) Notwithstanding any 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: (ai) commitment fees pursuant payable to Section 2.09(a) such Defaulting Lender shall cease to accrue on the unused portion daily amount of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.12(a);; and (bii) the Commitment and Revolving Credit Exposure Outstanding Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02); provided that, except for any amendment notwithstanding the foregoing, this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or waiver other modification described in Section 9.02(b)(i9.02(d), ; (iib) or [Reserved]. (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. c) In the event that the Administrative Agent and the Borrower agree in writing each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) The Commitment Fee shall cease to accrue on the unused unfunded portion of the Term Loan Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.11(a);. (b) the The Term Loan Commitment and Revolving Credit Exposure Term Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)10.1); provided provided, that any waiverthis clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, amendment waiver or other modification expressly requiring the consent of all Lenders, two-thirds of the Lenders or each affected such Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. provided in Section 10.01. (c) In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such of the Loans of the other Lenders as then the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein such Lender will cease to be a Defaulting Lender; provided, however, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of the Borrower or any other party hereunder arising from such Lender’s having been a Defaulting Lender, and the Borrower and such other party shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their Applicable Percentageretain and reserve any such claim.

Defaulting Lenders. Notwithstanding 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender Lender’s Revolving Credit Commitments pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.12(a); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender Lender’s Commitments shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)9.1); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender; and provided further that in the event that a Lender is a Defaulting Lender solely as the result of a failure to fund pursuant to clause (a) of the definition of the term “Defaulting Lender” and such failure to fund is the subject of a good faith dispute, any waiver, amendment or modification pursuant to Section 9.1(b) or 9.1(d) affecting such Defaulting Lender shall require the consent of such Defaulting Lender; and (c) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.19 shall, in lieu of being distributed to such Defaulting Lender, subject to any applicable requirements of law, be applied (i) first, to the payment of any amounts owing hereunder by such Defaulting Lender to CIP, as Facility Agent, (ii) second, 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 CIP, as Facility Agent, and (iii) third, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. In the event that the Administrative Agent CIP, as Facility Agent, and the Borrower PMI both agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, such Lender shall (i) purchase at par such portion of the Loans Advances of the other Lenders as the Administrative Agent CIP, as Facility Agent, shall determine may be necessary in order for the Lenders such Lender to hold the Loans such Advances ratably in accordance with their Applicable Percentageits respective Commitment and (ii) cease to be a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply then, for so long as such Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on , the unused portion of the Commitment of such Defaulting Lender to the extent Commitments and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure Loans of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders or any other requisite Lenders shall have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiverthis paragraph (a) shall not, amendment except as otherwise provided in Section 9.02, apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby. (b) In the event that the Administrative Agent and the Borrower Agent agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Defaulting Lender will cease to be necessary in order for the Lenders to hold the Loans a Defaulting Lender; provided that all amendments, waivers or other modifications effected without its consent in accordance with their Applicable Percentagethe provisions of Section 9.02 and this Section during such period shall be binding on it; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long then, until such time as such Lender is no longer a Defaulting Lender: , to the extent permitted by applicable law, (ai) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion of the Commitment Commitments and Loans of such Defaulting Lender shall not be included in determining whether the Requisite Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Credit Document (including any consent to any amendment, waiver or other modification pursuant to Section 10.5); provided that any amendment, waiver or other modification that under clauses (i), (ii), (iii), (iv) or (v) of Section 10.5(b) requires the extent consent of all Lenders affected thereby shall require the consent of such Defaulting Lender in accordance with the terms thereof, and (ii) no Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.11(c) for any period during the period such which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a that Defaulting Lender);. (b) If the Commitment Borrower and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing in their sole discretion that a Defaulting Lender has adequately remedied all matters that caused such Lender should no longer be deemed to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Defaulting Lender will cease to be necessary in order for a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Lenders Borrower while such Lender was a Defaulting Lender; and provided further that except to hold the Loans in accordance with their Applicable Percentageextent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting ​ Lender to a non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from a Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(aUndrawn Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0214.01); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)14.01, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans ratably in accordance with their Applicable Percentageits applicable Commitment; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such L▇▇▇▇▇ was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that L▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(aUndrawn Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0214.01); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)14.01, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrowers and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans ratably in accordance with their Applicable Percentagethe Commitment of such Lender; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such ▇▇▇▇▇▇ was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (Lender; and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii), (iii) or (iiiiv)); provided that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the 89 Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender, Lenders (as applicable, ) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such the portion of the Loans of the other Lenders and take such other actions as the Administrative Agent shall determine may be necessary in order for the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage.Percentage whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such ▇▇▇▇▇▇ 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 Lender will constitute a waiver or release of any claim of any party hereunder arising from such ▇▇▇▇▇▇’s having been a Defaulting Lender. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.01 or otherwise) or received by Administrative Agent from a Defaulting Lender, will be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, as 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; third, if so determined by Administrative Agent and 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 any amounts owing to 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 breach of its obligations under this Agreement; fifth, so long as no Default exists, to the 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) notwithstanding anything to the contrary contained herein, such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment will be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by Lenders pro rata in accordance with the Revolving Credit Exposures hereunder. 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 2.16 are hereby deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 90

Defaulting Lenders. Notwithstanding any provision of this Agreement or any other Loan Document 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) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion undrawn amount of the Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.11(a); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders (or all Lenders, two-thirds of as the Lenders or the Required Lenders case may be) have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided provided, that any waiverthis clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender affected Lender which affects thereby if such Defaulting Lender differently than is an affected Lender; (c) If the Borrower, the Issuing Banks and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans and LC Exposure of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and LC Exposure to be held pro rata by the Lenders in accordance with the Commitments, and reimburse each such Lender for any costs of the type described in Section 2.15 incurred by any Lender as a result of such purchase, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that ▇▇▇▇▇▇ 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 Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender. (d) if any LC Exposure exists at the time such Lender becomes a Defaulting Lender then: (i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated (effective as of the date such Lender becomes a Defaulting Lender) among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three Business Days following notice by the Administrative Agent, cash collateralize for the benefit of the applicable Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.05(j) for so long as applicable, shall require such LC Exposure is outstanding; (iii) if the consent Borrower cash collateralizes any portion of such Defaulting Lender. ’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; (iv) (iv) if all or any portion of such Defaulting Lender’s LC Exposure is reallocated pursuant to clause (i) above, then all fees that otherwise would have been payable to such Defaulting Lender pursuant to Section 2.11(b) with respect to such Defaulting Lender’s reallocated LC Exposure shall be payable to the non-Defaulting Lenders in accordance with such non-Defaulting Lenders’ Applicable Percentages; and (v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all Commitment Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and Letter of Credit participation fees payable under Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Banks, ratably based on the portion of such LC Exposure attributable to Letters of Credit issued by each Issuing Bank, until and to the extent that such LC Exposure is reallocated and/or cash collateralized pursuant to clause (i) or (ii) above; and (e) so long as such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank is satisfied that the Defaulting Lender’s then outstanding LC Exposure, will be 100% covered by the Commitments of the non-Defaulting Lenders and, to the extent such 100% coverage is not achieved, by cash collateral which will be provided by the Borrower in accordance with Section 2.19(d), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.19(d)(i) (and such Defaulting Lender shall not participate therein). (f) If (i) a Bankruptcy Event or a Bail-In Action with respect to a parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) an Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit (such Lender referenced in clauses (i) and (ii), a “Disregarded Lender”), such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank is satisfied that the Disregarded Lender’s then outstanding LC Exposure, will be 100% covered by the Commitments of the non-Disregarded Lenders and, to the extent such 100% coverage is not achieved, by cash collateral which will be provided by the Borrower in accordance with Section 2.19(d), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Disregarded Lenders in a manner consistent with Section 2.19(d) (and such Disregarded Lender shall not participate therein). (g) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree in writing Issuing Banks each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on then the date LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such agreement, ▇▇▇▇▇▇’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 the Lenders such Lender to hold the such Loans in accordance with their its Applicable Percentage. (h) The rights and remedies against, and with respect to, a Defaulting Lender under this Section 2.19 are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, each Lender, each Issuing Bank or the Borrower or any other Loan Party may have at any time against, or with respect to, such Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender: (a) commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unused portion amount of the Revolving Commitment of such Defaulting Lender pursuant to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting LenderSection 2.10(a); (b) the Revolving Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Required Lenders or the Required any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided that any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each all Lenders affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenderthereby shall, except as applicableotherwise provided in Section 9.02, shall require the consent of such Defaulting Lender. In Lender in accordance with the terms hereof; and (c) in the event that the Administrative Agent and the Borrower Company each agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, then such Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders as the Administrative Agent shall determine may to be necessary in order for the Lenders such Revolving Lender to hold the such Loans in accordance with their its Applicable Percentage, and such Lender shall thereupon cease to be a Defaulting Lender (but shall not be entitled to receive any fees accrued during the period when it was a Defaulting Lender, and all amendments, waivers or modifications effected without its consent in accordance with the provisions of Section 9.02 and this Section during such period shall be binding on it).

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(aUndrawn Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Principal of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0213.01); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)13.01, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans ratably in accordance with their Applicable Percentagethe Commitment of such Lender; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any 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) commitment fees pursuant to Section 2.09(aUndrawn Fees (as defined in the Fee Letter) shall cease to accrue on the unused unfunded portion of the Commitment of such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a Defaulting Lender);. (b) the The Commitment and Revolving Credit Exposure Capital of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders Majority Group Agents have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 9.0213.01); provided, that, except for any amendment or waiver described as otherwise provided in Section 9.02(b)(i)13.01, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or (iii)); provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders such Lender or each Lender directly affected thereby (if such Lender which affects such Defaulting Lender differently than other Lenders or is directly affected Lender, as applicable, shall require the consent of such Defaulting Lender. thereby). (c) In the event that the Administrative Agent Agent, the Borrower and the Borrower agree Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, then on the such date of such agreement, 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 the Lenders such Lender to hold the such Loans in accordance with their Applicable its Pro Rata Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such ▇▇▇▇▇▇ was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇ having been a Defaulting Lender.