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) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a 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: (ai) Unused Fees The obligation of any Lender to make any Loan hereunder shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid not be affected by the Borrowers failure of any other Lender to make any Loan under this Agreement, and no Lender shall have any liability to the Borrower or any of their Subsidiaries, the Administrative Agent, any other Lender, or any other Person for the account of another Lender’s failure to make any loan or Loan hereunder. (ii) If any Lender shall become a Defaulting Lender under this Agreement (whether on account of principalLender, interest, fees, indemnity payments or other amounts) will not be paid or distributed to then such Defaulting Lender’s right to participate in the administration of the loans, but will instead be retained this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to suspended for the entire period that such Lender remains a Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) and the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the stated commitment amounts and outstanding Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders, the Required Revolving Credit Lenders (or any class thereof) or the Majority Revolving Credit Lenders (or any class thereof), as the case may be, have taken or may have taken take any action hereunder (including, in each casewithout limitation, any consent action to approve any consent, waiver or amendment to this Agreement or waiver pursuant to Section 10.01the other Loan Documents); provided, however, that any the foregoing shall not permit (A) an increase in such Defaulting Lender’s stated commitment amounts, (B) the waiver, amendment forgiveness or reduction of the principal amount of any Obligations outstanding to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (C) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or other extensions of credit or other obligations of the Borrower owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent, (D) any other modification requiring which under Section 12.02 requires the consent of all Lenders or Lender(s) affected thereby which affects such the Defaulting Lender differently than the Non-Defaulting Lenders affected by such modification, other affected than a change to or waiver of the requirements of Section 4.01(b) which results in a reduction of the Defaulting Lender’s commitment or its share of the Obligations on a non-pro-rata basis. (iii) To the extent and for so long as a Lender remains a Defaulting Lender and notwithstanding the provisions of Section 4.01(b), the Administrative Agent shall be entitled, without limitation, (A) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the Defaulting Lender shall be delinquent or otherwise in default to the Administrative Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document, (B) if the amount of Loans made by such Defaulting Lender is less than its Applicable Revolving Credit Percentage, as the case may be, requires, apply payments of principal made by the Borrower amongst the Non-Defaulting Lenders on a pro rata basis until all outstanding Loans are held by all Lenders according to their respective Applicable Revolving Credit Percentages, and (C) to bring an action or Lenders other proceeding, in law or equity, against such Defaulting Lender in a court of competent jurisdiction to recover the delinquent amounts, and any related interest. Performance by the Borrower of its obligations under this Agreement and the other Loan Documents shall require not be excused or otherwise modified as a result of the consent operation of this Section, except to the extent expressly set forth herein and in any event the Borrower shall not be required to pay any Commitment Fee under Section 3.04(a) of this Agreement in respect of such Defaulting Lender’s Unfunded Portion for the period during which such Lender is a Defaulting Lender. Furthermore, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In rights and remedies of the event that Borrower, the Administrative Agent determines that Agent, the Issuing Bank, the Swing Line Lender and the other Lenders against a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (xunder this Section 4.02(b) the Lender Percentages shall be readjusted in addition to reflect any other rights and remedies such parties may have against the inclusion of such Lender’s Commitment and on such date such Defaulting Lender shall purchase at par such of the Loans under this Agreement or any of the other Lenders as the Administrative Agent Loan Documents, applicable law or otherwise, and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force Borrower waive no rights 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of remedies against 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) Unused Fees commitment fees pursuant to Section 2.11(a) shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders not have any right to approve or the Majority Lenders have taken disapprove any amendment, waiver or may take consent hereunder or any action hereunder other Loan Documents and the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether all two-thirds (2/3rds) of the Lenders, two-thirds (2/3rds) of the Lenders of a Class, the Required Lenders or the Required Lenders of a Class have taken or may have taken take any action hereunder (includingor any other Loan Documents, in each caseexcept that the Commitment of such Lender may not be increased or extended, any consent and amounts payable to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require hereunder may not be permanently reduced, without the consent of such Defaulting Lender (other than reductions in fees and interest in which such reduction does not disproportionately affect such Defaulting Lender); (c) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting Lender then: (i) all or any part of such Swingline Exposure (other than the portion of such Swingline Exposure consisting of Swingline Loans made by such Defaulting Lender) and LC Exposure shall be reallocated among the non-Defaulting Lenders holding Commitments of the same Class as such Defaulting Lender in accordance with their respective Applicable Multicurrency Percentages or Applicable Dollar Percentages, as applicable, but only to the extent (x) in the case of a Defaulting Lender that holds Commitments of a particular Class, the sum of all non-Defaulting Lenders’ Revolving Credit Exposures of such Class plus such Defaulting Lender’s Swingline Exposure and LC Exposure of such Class does not exceed the total of all non-Defaulting Lenders’ Commitments of such Class, and (y) no non-Defaulting Lender’s Revolving Credit Exposure of the applicable Class will exceed such Xxxxxx’s Commitment of such Class; (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 (3) Business Days following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Swingline Exposure and (y) second, 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 2.05(l) 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 2.11(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 Lenders of the same Class as such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.11(a) and Section 2.11(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Multicurrency Percentages or Applicable Dollar Percentages, as applicable, in effect immediately after giving effect to such reallocation; and (v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.18(c), then, without prejudice to any rights or remedies of any Issuing Bank or any 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 fees payable under Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; and (d) so long as any Lender is a Defaulting Lender, no Swingline Lenders of the Borrowers may replace same Class of such Defaulting Lender shall be required to fund any Swingline Loan of such Class and no Issuing Bank of the same Class or such Defaulting Lender shall be required to issue, amend or increase any Letter of Credit of such Class, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders of the applicable Class and/or cash collateral will be provided by the Borrower in accordance with Section 2.212.18(c), and Swingline Exposure related to any newly made Swingline Loan and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders of such Class in a manner consistent with Section 2.18(c)(i) (and Defaulting Lenders shall not participate therein). In the event that the Administrative Agent determines Agent, the Borrower, the Swingline Lenders and the Issuing Banks (with respect to the Swingline Lenders and the Issuing Banks, only to the extent that such Swingline Lender or Issuing Bank acts in such capacity under the same Class of Commitments held by a Defaulting Lender) each agrees in writing that such Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (xon the date of such agreement, 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 2.18(c)(ii) above and the Lender Percentages Swingline Exposure and the LC Exposure of the Lenders of the affected Class shall be readjusted to reflect the inclusion of such Lender’s Commitment of such Class and on such date such Lender shall purchase at par such of the Loans of the other Lenders of such Class (other than Swingline Loans) as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Applicable Multicurrency Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shallor Applicable Dollar Percentage, from and as applicable, in effect immediately after such determination, cease to be of further force or giving 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change agreement. No reallocation hereunder from Defaulting Lender to Non-Defaulting Lender will shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from such Lender that Xxxxxx having been become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Xxxxxx’s increased exposure following such reallocation.

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:Lender (it being understood that the determination of whether a Lender is no longer a Defaulting Lender shall be made as described in Section 2.18(b)): (ai) Unused Fees shall cease such Defaulting Lender will not be entitled to accrue on any fees accruing during such period pursuant to Section 2.04(a); (ii) to the unfunded portion fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitment and the outstanding Advances of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by Lender, extend the Borrowers date fixed for the account payment of a principal or interest owing to such Defaulting Lender under this Agreement (whether on account hereunder, reduce the principal amount of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed any obligation owing to such Defaulting Lender, but will instead be retained by reduce the Administrative Agent in a segregated, non-amount of or the rate or amount of interest bearing account until the occurrence of the Final Collection Date, after which such on any amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of any fee payable to such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction hereunder, or alter the terms of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (includingthis proviso, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall will require the consent of such Defaulting Lender, as applicable; and (diii) the Borrowers Borrower may replace at its sole expense and effort, require such Defaulting Lender in accordance with to assign and delegate its interests, rights and obligations under this Agreement pursuant to Section 2.21. In 9.07. (b) If the event that Borrower and the Administrative Agent determines agree in writing in their discretion that a Defaulting Lender has adequately remedied all matters that caused such Lender to be is no longer a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and the Lenders shall determine may be necessary in order for such Lender subject to hold such Loans in accordance with its Lender Percentage whereupon any conditions set forth therein, such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Non- Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender. (c) Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.05 shall be applied at such time or times as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; third, as the Borrower may request, 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 Advances under this Agreement; fourth, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against 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. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or otherwise pursuant to this Section 2.18(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lenders. 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: (a) Unused Fees The Administrative Agent shall cease not be obligated to accrue on the unfunded portion of the Commitment of transfer to such Defaulting Lender pursuant to Section 2.04(b). Any amount paid any payments made by the Borrowers Borrower to the Administrative Agent for such Defaulting Lender's benefit, and, in the account absence of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed such transfer to such Defaulting Lender, the Administrative Agent shall transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Pro Rata Shares (without giving effect to the Pro Rata Shares of such Defaulting Lender) (but will instead only to the extent that such Defaulting Lender's Loans were funded by the other Lenders) or, if so directed by the Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender's Loans were not funded by the other Lenders), retain the same to be re-advanced to the Borrower as if such Defaulting Lender had made such Loans to the Borrower. Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by the Administrative Agent in a segregated, non-interest bearing for the account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct;Lender. (b) the unused portion of the Commitment of Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender may be reduced of this Agreement and shall entitle the Borrower to zero without any contemporaneous ratable reduction of replace the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders with one or the Majority Lenders have taken or may take any action hereunder more substitute Lenders, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Defaulting Lender shall specify an effective date for such replacement, which date shall not be included later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Defaulting Lender shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever. If the Defaulting Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Defaulting Lender shall be made in determining whether all Lenders have taken accordance with the terms of Section 12.07. (c) The operation of this Section shall not be construed to increase or may have taken otherwise affect the Commitments of any action hereunder (includingLender, in each case, any consent to any amendment relieve or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring excuse the consent of all Lenders which affects performance by such Defaulting Lender differently or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by the Borrower of its duties and obligations hereunder to the Administrative Agent or to the Lenders other than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and. (d) A Defaulting Lender shall not be entitled to give instructions to any Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Borrowers Loan Documents. All amendments, waivers and other modifications of this Agreement and the Loan Documents may replace be made without regard to a Defaulting Lender, except as specifically set forth in Section 12.02. (e) Other than as expressly set forth in this Section 4.04, the rights and obligations of a Defaulting Lender (including the obligation to indemnify the Agents) and the other parties hereto shall remain unchanged. Nothing in this Section 4.04 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Loan Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which the Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder. (f) This Section shall remain effective with respect to such Lender until either (i) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the non-Defaulting Lenders, the Agents, and the Borrower shall have waived such Defaulting Lender's default in writing, and the Defaulting Lender makes its Pro Rata Share of the applicable defaulted Loans and pays to the Agents all amounts owing by such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lenderthereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender 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) Unused Fees No Commitment of any Lender shall cease to accrue on be increased or otherwise affected, and, except as otherwise expressly provided in this Section 4.3 or otherwise specifically provided herein, performance by the unfunded portion Borrower of its obligations shall not be excused or otherwise modified as a result of the Commitment operation of such Defaulting Lender pursuant to this Section 2.04(b)4.3. Any amount paid by the Borrowers for the account of The rights and remedies against a Defaulting Lender under this Agreement (whether on account of principalSection 4.3 are in addition to any other rights and remedies which the Borrower, interest, fees, indemnity payments the Agent or other amounts) will not be paid or distributed to any Lender may have against such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct;. (b) If the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder Borrower and the Defaulting Lender shall not be included Agent agree in determining whether all Lenders have taken or may have taken any action hereunder (including, writing in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines their reasonable determination that a Defaulting Lender has adequately remedied all matters that caused such Lender should no longer be deemed to be a Defaulting Lender, then (x) the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender Percentages shall be readjusted will, to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall extent applicable, purchase at par such that portion of the outstanding Committed Loans of the other Lenders Lenders, assume Commitments on a pro rata basis or take such other actions as the Administrative Agent and may determine to be necessary to cause the outstanding borrowings of Committed Loans or Commitments to be held on a pro rata basis by the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage their respective Percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lender; provided that provided, that, no adjustments will be made retroactively or with duplication with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such 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 Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender. (c) Notwithstanding anything to the contrary contained in this Agreement, any payment of principal, interest, commitment fees or other amounts received by the Agent for the account of any Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity or otherwise) shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, as the Borrower may request (so long as no Event of Default shall have occurred and be continuing), to the funding of any Committed Loan in respect of which that Defaulting 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Event of Default shall have occurred and be continuing, to the payment of any amounts owing to the 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 fifth, 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 Committed Loan in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Committed Loans were made at a time when the applicable conditions set forth in Section 9 were satisfied or waived, such payment shall be applied solely to pay the Committed Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Committed Loans of such Defaulting Lender and provided, further, that any amounts held as cash collateral for funding obligations of a Defaulting Lender shall be returned to such Defaulting Lender upon the termination of this Agreement and the satisfaction of such Defaulting Lender’s obligations 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 or to post cash collateral pursuant to this Section 4.3 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lenders. 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: (a) Unused Fees Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall cease be restricted as set forth in Section 12.02. (b) The Administrative Agent shall not be obligated to accrue on transfer to such Defaulting Lender any payments made by any Borrower to the unfunded portion Administrative Agent for such Defaulting Lender’s benefit, and, in the absence of such transfer to such Defaulting Lender, the Commitment Administrative Agent shall transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Pro Rata Shares (without giving effect to the Pro Rata Shares of such Defaulting Lender) (but only to the extent that such Defaulting Lender’s Loans were funded by the other Lenders) or, if so directed by the Administrative Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender’s Loans were not funded by the other Lenders), retain the same to be re-advanced to the Borrowers as if such Defaulting Lender pursuant had made such Loans to Section 2.04(b)the Borrowers. Any amount paid by Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrowers for the account of a such Defaulting Lender under this Agreement (whether on account the amount of principal, interest, fees, indemnity all such payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be received and retained by the Administrative Agent in a segregated, non-interest bearing for the account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;Lender. (c) neither the Commitment nor the Loans of Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall be included in determining whether all Lenders entitle the Borrowers to replace the Defaulting Lender with one or the Majority Lenders have taken or may take any action hereunder more substitute Lenders, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Defaulting Lender shall specify an effective date for such replacement, which date shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (includinglater than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium or Lenders penalty of any kind whatsoever. If the Defaulting Lender shall require refuse or fail to execute and deliver any such Assignment and Acceptance prior to the consent effective date of such replacement, the Defaulting Lender, as applicable; andLender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Defaulting Lender shall be made in accordance with the terms of Section 12.07. (d) The operation of this Section shall not be construed to increase or otherwise affect the Commitments of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent or to the Lenders other than such Defaulting Lender. (e) This Section shall remain effective with respect to such Lender until either (i) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the non-Defaulting Lenders, the Agents, and the Borrowers may replace shall have waived such Defaulting Lender’s default in writing, and the Defaulting Lender makes its Pro Rata Share of the applicable defaulted Loans and pays to the Agents all amounts owing by such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lenderthereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender 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) Unused Fees commitment fees shall cease to accrue from and after the time such Lender becomes a Defaulting Lender on the unfunded unused portion of the Revolving Credit Commitment of such Defaulting Lender pursuant to Section 2.04(b2.10(a). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of if such Defaulting Lender may be reduced is an Issuing Bank, fronting fees shall cease to zero without any contemporaneous ratable reduction accrue from and after the time such Lender becomes a Defaulting Lender on the LC Exposure attributable to Letters of the Commitments of the other LendersCredit issued by such Issuing Bank pursuant to Section 2.10(b)(i); (c) neither the Commitment nor the Loans Revolving Credit Commitment, Revolving Credit Exposure and Term Loans, if any, of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment amendment, waiver or waiver modification pursuant to Section 10.0110.02); provided, provided that any waiveramendment, amendment waiver or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or that would (i) change the percentage of Revolving Credit Commitments or of the aggregate unpaid principal amount of the Loans or LC Exposures, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (ii) amend Section 10.02 in a manner which affects such Defaulting Lender differently than other Lenders and is adverse to such Defaulting Lender or this Section 2.19, (iii) increase or extend the Revolving Credit Commitment of such Defaulting Lender or subject such Defaulting Lender to any additional obligations (it being understood that any amendment, waiver or consent in respect of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase or extension of the Revolving Credit Commitment of any Lender or an additional obligation of any Lender), (iv) reduce the principal of the Loans made by such Defaulting Lender or any LC Disbursements payable hereunder to such Defaulting Lender or (v) postpone the scheduled date for any payment of principal of, or interest on, the Loans made by such Defaulting Lender or any LC Disbursements payable hereunder to such Defaulting Lender, shall in each case require the consent of such Defaulting Lender (which consent shall be deemed to have been given if such Defaulting Lender fails to respond to a written request for such consent within 30 days after receipt of such written request); (d) if any LC Exposure exists at the time such Lender becomes a Defaulting Lender or at any time such Lender remains a Defaulting Lender, then: (i) all or any part of such LC Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Adjusted Applicable Percentages but only to the extent (x) the sum of any Non-Defaulting Lender’s Revolving Credit Exposure plus its Adjusted Applicable Percentage of such Defaulting Lender’s LC Exposure does not exceed such Non-Defaulting Lender’s Revolving Credit Commitment and (y) 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’ Revolving Credit Commitments (it being understood that such LC Exposure shall not be reallocated after the Revolving Credit Commitments are terminated on the Maturity Date); (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within three Business Day 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 applicablesuch LC Exposure is outstanding; (iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.19(d), the Borrowers 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 (and such fees shall cease to accrue 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 Lenders is reallocated pursuant to this Section 2.19(d), then the fees payable to the Lenders pursuant to Sections 2.10(a) and 2.10(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ Adjusted Applicable Percentages; and (dv) if any Defaulting Lender’s LC Exposure is not reallocated pursuant to this Section 2.19(d), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all letter of credit fees payable under Section 2.10(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank(s) until such LC Exposure is reallocated; (e) so long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend or increase any Letter of Credit unless such Defaulting Lender’s LC Exposure that would result from such newly issued, extended or increased Letter of Credit has been or would be, at the time of such issuance, extension or increase, fully allocated among Non-Defaulting Lenders pursuant to Section 2.19(d)(i) or fully cash collateralized by the Borrowers may replace such Defaulting Lender pursuant to Section 2.19(d)(ii); (f) in accordance with Section 2.21. In the event that the Administrative Agent determines Agent, the Borrowers and the Issuing Banks each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Defaulting Lender’s Revolving Credit Commitment and on such date such Defaulting Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Defaulting Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease Applicable Percentage; (g) no reallocation pursuant to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through paragraph (d) above shallabove, from and after such determinationnor the operation of any other provision of this Section 2.19, 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will (i) constitute a waiver or release of any claim the Borrowers, the Administrative Agent, any Issuing Bank or any other Lender may have against such Defaulting Lender, or (except with respect to clause (f) above) cause such Defaulting Lender to be a Non-Defaulting Lender, or (ii) except as expressly provided in this Section 2.19, excuse or otherwise modify the performance by the Borrowers of their respective obligations under this Agreement and the other Loan Documents; and (h) anything herein to the contrary notwithstanding, the Borrowers may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender on a non-pro rata basis upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any party hereunder arising from claim the Borrowers, the Administrative Agent, the Issuing Bank or any Lender may have against such Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding (i) Neither the failure of any provision Defaulting Lender to make any Loan or purchase any participation required to be made or purchased by it in accordance with the terms of this Agreement nor the status of any Lender as a Defaulting Lender shall relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Loan or purchase such participation on such date, but neither any Other Lender nor Administrative Agent shall be responsible for the failure of any Defaulting Lender to make a Loan to be made, or to purchase a participation to be purchased, by such Defaulting Lender, and no Other Lender shall have any obligation to Administrative Agent or any other Lender for the failure by such Defaulting Lender. Notwithstanding anything set forth 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) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” or a “Revolving Lender” or any Lender of any other Class as applicable (or be included in determining whether all the calculation of “Requisite Lenders”, “Requisite Revolving Lenders” or the Lenders have taken of any other Class hereunder) for any voting or may have taken any action hereunder (including, in each case, any consent rights under or with respect to any amendment or waiver pursuant to Section 10.01)Loan Document; providedprovided that the foregoing shall not permit, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require without the consent of such Defaulting Lender, as applicable; and (di) an increase in the principal amount of such Defaulting Lender’s Commitment, (ii) the Borrowers may replace reduction of the principal of, rate of interest on (other than reducing or waiving the Default Rate or MFN protection or any amendment to any financial ratio (or any defined term directly or indirectly used therein), even if the effect of such amendment would be to reduce the rate of interest on any Loan or other Obligation or to reduce any fee payable hereunder) or any Loan or Letter of Credit Obligations of such Defaulting Lender or (iii) unless all other Lenders affected thereby are treated similarly, the extension of any scheduled payment date or final maturity date of the principal amount of any Loan of such Defaulting Lender (it being understood and agreed that payments pursuant to Section 2.3 are not “scheduled”). (ii) If any Revolving Lender is a Defaulting Lender, all or a portion of such Defaulting Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued such Letter of Credit) shall, at Administrative Agent’s election at any time or upon any L/C Issuer’s or Borrower’s (with respect to Borrower, only if no Event of Default has occurred and is continuing at such time), as applicable, written request delivered to Administrative Agent (whether before or after the occurrence of any Event of Default), be reallocated to and assumed by the Revolving Lenders that are not Defaulting Lenders pro rata in accordance with their Pro Rata Shares of the Revolving Loan Commitments (calculated as if the Defaulting Lender’s Pro Rata Share was reduced to zero and each other Revolving Lender’s Pro Rata Share had been increased proportionately); provided that no Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause its Pro Rata Share of the Revolving Loan (after giving effect to such reallocation) to exceed its Revolving Loan Commitment. (iii) Administrative Agent shall be authorized to use all payments received by Administrative Agent for the benefit of any Defaulting Lender pursuant to this Agreement to pay in full the Excess Funding Amount to the appropriate Lenders or the Borrower. Administrative Agent shall be entitled to hold as cash collateral monies that would otherwise be payable to the Defaulting Lender if it were not a Defaulting Lender in a non-interest bearing account up to an amount equal to (A) such Defaulting Lender’s Pro Rata Share, without giving effect to any reallocation pursuant to Section 2.2110.9(c)(ii), of all Letter of Credit Obligations until the Termination Date plus (B) such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement. Upon any such unfunded obligations owing by a Defaulting Lender becoming due and payable, Administrative Agent shall be authorized to use such cash collateral to make such payment or Loan on behalf of such Defaulting Lender. With respect to such Defaulting Lender’s failure to fund Advances or purchase participations in Letters of Credit or Letter of Credit Obligations, any amounts applied by Administrative Agent to satisfy such funding shortfalls shall be deemed to constitute an Advance or amount of the participation required to be funded and, if necessary to effectuate the foregoing, the other Revolving Lenders shall be deemed to have sold, and such Defaulting Lender shall be deemed to have purchased, Revolving Loans or Letter of Credit participation interests from the other Revolving Lenders until such time as the aggregate amount of the Advances and participations in Letters of Credit and Letter of Credit Obligations are held by the Revolving Lenders in accordance with their Pro Rata Shares of the Revolving Loan Commitment (without giving effect to any reallocation pursuant to Section 10.9(c)(ii)). Any amounts owing by a Defaulting Lender to Administrative Agent which are not paid when due shall accrue interest at the interest rate applicable during such period to Advances that are Alternate Base Rate Loans. In the event that the Administrative Agent determines that is holding cash collateral of a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease ceases to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) pursuant to the provisions definition thereof, Administrative Agent shall return the unused portion of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect cash collateral to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments . Payments made by any Loan Party to Administrative Agent in compliance with the terms of this Agreement or on behalf any other Loan Documents shall not constitute Defaults or Events of Default solely because the Borrowers while same were not distributed to a Defaulting Lender pursuant to the terms of this Section 10.9(c)(iii). The “Excess Funding Amount” of a Defaulting Lender shall be the aggregate amount of (A) all unpaid obligations owing by such Lender was a to Administrative Agent, L/C Issuers and other Lenders under the Loan Documents, including such Lender’s Pro Rata Share (without giving effect to any reallocation pursuant to Section 10.9(c)(ii)) of all Advances and Letter of Credit Obligations, plus, without duplication, (B) all amounts of such Defaulting Lender; provided’s Letter of Credit Obligations reallocated to other Lenders pursuant to Section 10.9(c)(ii), further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from plus (C) any Loan in respect of which such Defaulting Lender has failed to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lenderfund its portion thereof as required by this Agreement.

Defaulting Lenders. Notwithstanding anything to the contrary contained herein, the provisions of this Section shall be subject to the express provisions of this Agreement that require, or permit, differing payments to be made to Lenders that are not Defaulting Lenders, as opposed to Defaulting Lenders. If any Lender shall fail to make any payment required to be made by it pursuant to this Section, then the Revolver Agent may, in its discretion (notwithstanding any contrary provision of this Agreement to the contraryAgreement), if apply any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid amounts thereafter received by the Borrowers Revolver Agent for the account of such Lender to satisfy such Lender’s obligations to the Revolver Agent under such Sections until all such unsatisfied obligations are fully paid. In addition to the foregoing, any Lender that fails at any time to comply with the provisions of this Section 8.04 shall be deemed a Defaulting Lender under this Agreement (until such time as it performs its obligations hereunder and is not otherwise a Defaulting Lender for any other reason. A Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Borrowers, whether on account of principalor relating to outstanding Revolving Loans, Canadian Loans, Letters of Credit or interest, feesfees or otherwise related to a Revolving Loan, indemnity payments Canadian Loan or other amounts) will not be paid or distributed Letter of Credit, to such the remaining Non-Defaulting LenderLenders for application to, but will instead be retained by the Administrative Agent in a segregatedand reduction of, non-interest bearing account until the occurrence their respective Equalization Percentage of the Final Collection Date, after Aggregate Revolving/Canadian Facility Exposure. Each Defaulting Lender hereby authorizes the Revolver Agent to distribute such payments to the Non-Defaulting Lenders in proportion to their respective Equalization Percentages of the Aggregate Revolving/Canadian Facility Exposure to which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Lenders are entitled. A Defaulting Lender shall be included in determining whether all Lenders or deemed to have satisfied the Majority Lenders have taken or may take any action hereunder provisions of this Section 8.04 when and the Defaulting Lender shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lenderif, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion result of such Lender’s Commitment and on such date such Lender shall purchase at par such application of the Loans assigned payments to all Equalization Percentages of the other Lenders as Aggregate Revolving/Canadian Facility Exposure to the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) Lenders, the provisions Lenders’ respective Equalization Percentage of clauses (a) through (d) above shall, from and after such determination, cease the Aggregate Revolving/Canadian Facility Exposure have returned to be of further force or those in effect with respect immediately prior to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf violation of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lenderthis Section 8.04.

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) Unused Line Fees pursuant to the Agent Fee Letter shall cease to accrue on the unfunded portion of the Revolving Loan Commitment of such Defaulting Lender pursuant to Section 2.04(b). Lender; (b) Any amount paid by the Borrowers for the account of payable to a Defaulting Lender under this Agreement hereunder (whether on account of principal, interest, feesfees or otherwise) shall, indemnity payments or other amounts) will not be paid or in lieu of being distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregatedsegregated account and, non-interest bearing subject to any applicable requirements of law, be applied at such time or times as may be determined by Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to Agent hereunder, (ii) second, to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Agent, (iii) third, if so determined by Agent and Borrowers, held in such account until the occurrence as cash collateral for future funding obligations of the Final Collection DateDefaulting Lender under this Agreement, after which such amount shall be used (iv) fourth, pro rata, to pay the payment of any amounts owing to Borrowers or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by Borrowers or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement Agreement, and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction may otherwise direct; (b) jurisdiction; provided that if such payment is made at a time when the unused portion conditions set forth in Section 4.2 are satisfied, such payment shall be applied solely to prepay the Revolving Loans of all Lenders that are not Defaulting Lenders pro rata prior to being applied to the Commitment prepayment of such any Loans, or reimbursement obligations owed to, any Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;Lender. (c) neither the Commitment nor the Loans of such No Defaulting Lender shall be included in determining whether all have any right to approve or disapprove any amendment, waiver, consent or any other action the Lenders or the Majority Required 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 may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01)hereunder; provided, provided that any waiver, amendment or modification requiring the consent of all Lenders or each directly affected Lender which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such 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 following provisions shall apply for so long as such Lender is a Defaulting Lender:Lender (it being understood that the determination of whether a Lender is no longer a Defaulting Lender shall be made as described in Section 2.17(b)): (ai) Unused Fees shall cease to accrue on the unfunded portion fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitment and the outstanding Advances of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by Lender, extend the Borrowers date fixed for the account payment of a principal or interest owing to such Defaulting Lender under this Agreement (whether on account hereunder, reduce the principal amount of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed any obligation owing to such Defaulting Lender, but will instead be retained by reduce the Administrative Agent in a segregated, non-amount of or the rate or amount of interest bearing account until the occurrence of the Final Collection Date, after which such on any amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of any fee payable to such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction hereunder, or alter the terms of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (includingthis proviso, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall will require the consent of such Defaulting Lender, as applicable; and (dii) the Borrowers may replace Borrower may, at its sole expense and effort, require such Defaulting Lender in accordance with to assign and delegate its interests, rights and obligations under this Agreement pursuant to Section 2.21. In 8.07. (b) If the event that Borrower and the Administrative Agent determines agree in writing in their discretion that a Defaulting Lender has adequately remedied all matters that caused such Lender to be is no longer a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and the Lenders shall determine may be necessary in order for such Lender subject to hold such Loans in accordance with its Lender Percentage whereupon any conditions set forth therein, such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender. (c) Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 8.05 shall be applied at such time or times as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; third, as the Borrower may request, 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 Advances under this Agreement; fourth, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against 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. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or otherwise pursuant to this Section 2.17(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lenders. Notwithstanding (a) If at any provision of this Agreement to the contrary, if time any Lender becomes a Defaulting Lender, then the following Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.02(b) (with the assignment fee to be waived in such instance and subject to any consents required by such Section) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person. (b) Any Lender being replaced pursuant to Section 2.26(a) shall (i) execute and deliver an Assignment and Acceptance with respect to such Lender’s outstanding Commitments and Loans, and (ii) deliver any documentation evidencing such Loans to the Borrower or the Administrative Agent. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as specified by the Borrower and such assignee, of the assigning Lender’s outstanding Commitments and Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Commitments and Loans so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance (including, without limitation, any amounts owed under Section 2.15 due to such replacement occurring on a day other than the last day of an Interest Period), and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate documentation executed by the Borrower in connection with previous Borrowings, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Commitments and Loans, except with respect to indemnification provisions under this Agreement, which shall apply for survive as to such assigning Lender; provided that an assignment contemplated by this Section 2.26(b) shall become effective notwithstanding the failure by the Lender being replaced to deliver the Assignment and Acceptance contemplated by this Section 2.26(b), so long as such the other actions specified in this Section 2.26(b) shall have been taken. (c) Anything herein to the contrary notwithstanding, if a Revolving Lender is becomes, and during the period it remains, a Defaulting Lender: (a) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of , during such period, such Defaulting Lender shall not be entitled to any fees accruing during such period pursuant to Section 2.04(b2.20 (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees). . (d) Any amount paid by the Borrowers Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will shall instead be retained by the Administrative Agent in a segregated, non-interest bearing segregated account until (subject to Section 2.26(f)) the occurrence termination of the Final Collection DateRevolving Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent, second, to the payment of the default interest and then current interest due and payable to the Revolving Lenders which are Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such interest then due and payable to them, third, to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth, to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and fifth, after which such amount shall be used the termination of the Revolving Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct;. (be) The Borrower may terminate the unused portion amount of the Commitment of such any Lender that is a Defaulting Lender may be reduced upon not less than ten (10) Business Days’ prior notice to zero without any contemporaneous ratable reduction the Administrative Agent (which shall promptly notify the Revolving Lenders thereof), and in such event the provisions of Section 2.26(d) will apply to all amounts thereafter paid by the Commitments of Borrower for the other Lenders; (c) neither the Commitment nor the Loans account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that (i) no Event of Default shall have occurred and be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder continuing and the Defaulting Lender (ii) such termination shall not be included in determining whether all Lenders have taken deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, or any Lender may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of against such Defaulting Lender, as applicable; and. (df) If the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that Borrower and the Administrative Agent determines agree in writing that a Revolving 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, then (x) the Lender Percentages shall be readjusted Administrative Agent will so notify the Revolving Lenders, whereupon as of the effective date specified in such notice and subject to reflect the inclusion of any conditions set forth therein, such Lender’s Commitment and on such date such Revolving Lender shall purchase at par such portions of the outstanding Revolving Loans of the other Lenders Revolving Lenders, and/or make such other adjustments, as the Administrative Agent and the Lenders shall may determine may to be necessary in order for such Lender to cause the Revolving Lenders to hold such Revolving Loans on a pro rata basis in accordance with its Lender Percentage their respective Revolving Commitments, whereupon such Revolving Lender will shall cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Revolving Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will shall constitute a waiver or release of any claim of any party hereunder arising from such Lender Revolving Lender’s having been a Defaulting Lender. (g) Notwithstanding anything to the contrary herein, (x) any Lender that is an Issuing Lender hereunder may not be replaced in its capacity as an Issuing Lender at any time that it has a Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Lender have been made with respect to such outstanding Letters of Credit and (y) the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.05.

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:Lender (it being understood that the determination of whether a Lender is no longer a Defaulting Lender shall be made as described in Section 2.18(b)): (ai) Unused Fees shall cease such Defaulting Lender will not be entitled to accrue on any fees accruing during such period pursuant to Section 2.04(a); (ii) to the unfunded portion fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitment and the outstanding Advances of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by Lender, extend the Borrowers date fixed for the account payment of a principal or interest owing to such Defaulting Lender under this Agreement (whether on account hereunder, reduce the principal amount of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed any obligation owing to such Defaulting Lender, but will instead be retained by reduce the Administrative Agent in a segregated, non-amount of or the rate or amount of interest bearing account until the occurrence of the Final Collection Date, after which such on any amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of any fee payable to such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction hereunder, or alter the terms of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (includingthis proviso, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall will require the consent of such Defaulting Lender, as applicable; and (diii) the Borrowers Borrower may replace at its sole expense and effort, require such Defaulting Lender in accordance with to assign and delegate its interests, rights and obligations under this Agreement pursuant to Section 2.21. In 9.07. (b) If the event that Borrower and the Administrative Agent determines agree in writing in their discretion that a Defaulting Lender has adequately remedied all matters that caused such Lender to be is no longer a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and the Lenders shall determine may be necessary in order for such Lender subject to hold such Loans in accordance with its Lender Percentage whereupon any conditions set forth therein, such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender. (c) Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.05 shall be applied at such time or times as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; third, as the Borrower may request, 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 Advances under this Agreement; fourth, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against 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. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or otherwise pursuant to this Section 2.18(c) shall be 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 Lender: (a) Unused Line Fees pursuant to Section 3.2(c) shall cease to accrue on the unfunded portion of the Revolving Loan Commitment of such Defaulting Lender pursuant to Section 2.04(b). Lender; (b) Any amount paid by the Borrowers for the account of payable to a Defaulting Lender under this Agreement hereunder (whether on account of principal, interest, feesfees or otherwise) shall, indemnity payments or other amounts) will not be paid or in lieu of being distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregatedsegregated account and, non-interest bearing subject to any applicable requirements of law, be applied at such time or times as may be determined by Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to Agent hereunder, (ii) second, to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Agent, (iii) third, if so determined by Agent and Borrowers, held in such account until the occurrence as cash collateral for future funding obligations of the Final Collection DateDefaulting Lender under this Agreement, after which such amount shall be used (iv) fourth, pro rata, to pay the payment of any amounts owing to Borrowers or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by Borrowers or any Lender against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement Agreement, and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction may otherwise direct; (b) jurisdiction; provided, that if such payment is made at a time when the unused portion conditions set forth in Section 4.2 are satisfied, such payment shall be applied solely to prepay the Loans of all Revolving Lenders that are not Defaulting Lenders pro rata prior to being applied to the Commitment prepayment of such any Loans, or reimbursement obligations owed to, any Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;Lender. (c) neither the Commitment nor the Loans of such No Defaulting Lender shall be included in determining whether all have any right to approve or disapprove any amendment, waiver, consent or any other action the Lenders or the Majority Required 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 may have taken any action hereunder (includinghereunder, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, provided that any waiver, amendment or modification requiring the consent of all Lenders or each directly affected Lender which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a 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) Unused Fees The Agent may recover all amounts owing by a Defaulting Lender on demand, and all such amounts owing shall cease bear interest at the Default Rate applicable to accrue on the unfunded portion Base Rate Loans until Paid in Full. (b) The failure of the Commitment any Defaulting Lender to fund its Pro Rata Share of any Borrowing shall not relieve any other Lender of its obligation to fund its Pro Rata Share of such Borrowing. Conversely, no Lender shall be responsible for the failure of another Lender to fund such other Lender’s Pro Rata Share of a Borrowing. (c) The Agent shall not be obligated to transfer to a Defaulting Lender pursuant to Section 2.04(b). Any amount paid any payments made by the Borrowers to the Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including, without limitation, any fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Agent. The Agent may hold and, in its Permitted Discretion, apply any or all of such amounts to the Defaulting Lender’s defaulted obligations, use the funds to Collateralize such Lender’s Fronting Exposure, or re-lend to the Borrowers the amount of all such payments received or retained by it for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender. For purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders deemed not to be a Lender and such Lender’s Commitment or the Majority Lenders have taken or may take any action hereunder and Revolving Credit Loans made by it, as applicable, for such purposes shall be deemed to be zero (0). This Section shall remain effective with respect to such Lender until the Defaulting Lender has ceased to be a Defaulting Lender. The operation of this Section shall not be included in determining whether all Lenders have taken construed to increase or may have taken otherwise affect the Commitment of any action hereunder (including, in each case, Lender or to relieve or excuse the performance by any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring of the consent Borrowers of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; andtheir duties and obligations hereunder. (d) The Agent, at its election, at any time, may require that the Borrowers may replace such reimbursement obligations of a Defaulting Lender in accordance with Section 2.21. In respect of Letters of Credit be reallocated to, and assumed by, the event other Lenders based on their respective Pro Rata Shares through (calculated as if the Defaulting Lender’s Pro Rata Share was zero (0)), provided that no Lender shall be reallocated, or required to fund, any such amounts that could would cause the Administrative sum of such Lender’s outstanding Revolving Credit Loans and outstanding reimbursement obligations in respect of Letters of Credit to exceed its Commitment. (e) If Agent determines determines, in its 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 (x) the Lender Percentages shall be readjusted to reflect Agent will so notify the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash Collateralization), that Lender will, to the extent applicable, purchase that portion of outstanding Revolving Credit Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and the funded and unfunded participations in Letters of Credit to be held by the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage their Pro Rata Shares (without giving effect to subsection (c) above) whereupon such that Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected partiesparties and subject to Section 2.11, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lenders. 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: (a) Unused Fees Such Defaulting Lender's right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall cease be restricted as set forth in Section 12.02. (b) The Administrative Agent shall not be obligated to accrue on transfer to such Defaulting Lender any payments made by any Borrower to the unfunded portion Administrative Agent for such Defaulting Lender's benefit, and, in the absence of such transfer to such Defaulting Lender, the Commitment Administrative Agent shall transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Pro Rata Shares (without giving effect to the Pro Rata Shares of such Defaulting Lender) (but only to the extent that such Defaulting Lender's Loans were funded by the other Lenders) or, if so directed by the Administrative Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender's Loans were not funded by the other Lenders), retain the same to be re-advanced to the Borrowers as if such Defaulting Lender pursuant had made such Loans to Section 2.04(b)the Borrowers. Any amount paid by Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrowers for the account of a such Defaulting Lender under this Agreement (whether on account the amount of principal, interest, fees, indemnity all such payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be received and retained by the Administrative Agent in a segregated, non-interest bearing for the account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;Lender. (c) neither the Commitment nor the Loans of Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall be included in determining whether all Lenders entitle the Borrowers to replace the Defaulting Lender with one or the Majority Lenders have taken or may take any action hereunder more substitute Lenders, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Defaulting Lender shall specify an effective date for such replacement, which date shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (includinglater than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium or Lenders penalty of any kind whatsoever. If the Defaulting Lender shall require refuse or fail to execute and deliver any such Assignment and Acceptance prior to the consent effective date of such replacement, the Defaulting Lender, as applicable; andLender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Defaulting Lender shall be made in accordance with the terms of Section 12.07. (d) The operation of this Section shall not be construed to increase or otherwise affect the Commitments of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent or to the Lenders other than such Defaulting Lender. (e) This Section shall remain effective with respect to such Lender until either (i) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the non-Defaulting Lenders, the Agents, and the Borrowers may replace shall have waived such Defaulting Lender's default in writing, and the Defaulting Lender makes its Pro Rata Share of the applicable defaulted Loans and pays to the Agents all amounts owing by such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lenderthereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender's having been a Defaulting Lender.

Defaulting Lenders. 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: (a) Unused Fees Such Defaulting Lender's right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall cease be restricted as set forth in Section 12.02. (b) The Administrative Agent shall not be obligated to accrue on transfer to such Defaulting Lender any payments made by any Borrower to the unfunded portion Administrative Agent for such Defaulting Lender's benefit, and, in the absence of such transfer to such Defaulting Lender, the Commitment Administrative Agent shall transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Pro Rata Shares (without giving effect to the Pro Rata Shares of such Defaulting Lender) (but only to the extent that such Defaulting Lender's Loans were funded by the other Lenders) or, if so directed by the Administrative Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender's Loans were not funded by the other Lenders), retain the same to be re-advanced to the Borrowers as if such Defaulting Lender pursuant had made such Loans to Section 2.04(b)the Borrowers. Any amount paid by Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrowers for the account of a such Defaulting Lender under this Agreement (whether on account the amount of principal, interest, fees, indemnity all such payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be received and retained by the Administrative Agent in a segregated, non-interest bearing for the account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;Lender. (c) neither the Commitment nor the Loans of Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall be included in determining whether all Lenders entitle the Borrowers to replace the Defaulting Lender with one or the Majority Lenders have taken or may take any action hereunder more substitute Lenders, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Defaulting Lender shall specify an effective date for such replacement, which date shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (includinglater than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium or Lenders penalty of any kind whatsoever. If the Defaulting Lender shall require refuse or fail to execute and deliver any such Assignment and Acceptance prior to the consent effective date of such replacement, the Defaulting Lender, as applicable; andLender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Defaulting Lender shall be made in accordance with the terms of Section 12.07. (d) The operation of this Section 4.04 shall not be construed to increase or otherwise affect the Commitments of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent or to the Lenders other than such Defaulting Lender. (e) This Section 4.04 shall remain effective with respect to such Lender until either (i) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the non-Defaulting Lenders, the Agents, and the Borrowers may replace shall have waived such Defaulting Lender's default in writing, and the Defaulting Lender makes its Pro Rata Share of the applicable defaulted Loans and pays to the Agents all amounts owing by such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lenderthereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender 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:Lender (it being understood that the determination of whether a Lender is no longer a Defaulting Lender shall be made as described in Section 2.18(b)): (ai) Unused Fees shall cease such Defaulting Lender will not be entitled to accrue on any fees accruing during such period pursuant to Section 2.04(a); (ii) to the unfunded portion fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitment and the outstanding Advances of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by Lender, extend the Borrowers date fixed for the account payment of a principal or interest owing to such Defaulting Lender under this Agreement (whether on account hereunder, reduce the principal amount of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed any obligation owing to such Defaulting Lender, but will instead be retained by reduce the Administrative Agent in a segregated, non-amount of or the rate or amount of interest bearing account until the occurrence of the Final Collection Date, after which such on any amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of any fee payable to such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction hereunder, or alter the terms of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (includingthis proviso, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall will require the consent of such Defaulting Lender, as applicable; and (diii) the Borrowers may replace Borrower may, at its sole expense and effort, require such Defaulting Lender in accordance with to assign and delegate its interests, rights and obligations under this Agreement pursuant to Section 2.21. In 8.07. (b) If the event that Borrower and the Administrative Agent determines agree in writing in their discretion that a Defaulting Lender has adequately remedied all matters that caused such Lender to be is no longer a Defaulting Lender, then (x) the Lender Percentages shall be readjusted Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to reflect the inclusion of such Lender’s Commitment and on such date any conditions set forth therein, such Lender shall will, to the extent applicable, purchase at par such portion of the Loans outstanding Advances of the other Lenders and/or make such other adjustments as the Administrative Agent and the Lenders shall may determine may to be necessary in order for such Lender to hold such Loans cause the Advances and unused Commitments to be on a pro rata basis in accordance with its Lender Percentage their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender. (c) Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 8.05 shall be applied at such time or times as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; third, as the Borrower may request, 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 Advances under this Agreement; fourth, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against 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. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or otherwise pursuant to this Section 2.18(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lenders. 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: (a) Unused Fees Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall cease be restricted as set forth in the definition of Required Lenders. (b) The Administrative Agent shall not be obligated to accrue on transfer to such Defaulting Lender any payments made by any Borrower to the unfunded portion Administrative Agent for such Defaulting Lender’s benefit, and, in the absence of such transfer to such Defaulting Lender, the Commitment Administrative Agent shall transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Pro Rata Shares (without giving effect to the Pro Rata Shares of such Defaulting Lender) (but only to the extent that such Defaulting Lender’s Loans were funded by the other Lenders) or, if so directed by the Administrative Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender’s Loans were not funded by the other Lenders), retain the same to be re-advanced to the Borrowers as if such Defaulting Lender pursuant had made such Loans to Section 2.04(b)the Borrowers. Any amount paid by Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrowers for the account of a such Defaulting Lender under this Agreement (whether on account the amount of principal, interest, fees, indemnity all such payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be received and retained by the Administrative Agent in a segregatedfor the account of such Defaulting Lender. (c) [Intentionally omitted]. (d) The operation of this Section shall not be construed to increase or otherwise affect the Commitments of any Lender, non-interest bearing account until to relieve or excuse the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to performance by such Defaulting Lender or as a court any other Lender of competent jurisdiction may otherwise direct;its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent or to the Lenders other than such Defaulting Lender. (be) This Section shall remain effective with respect to such Lender until either (i) the unused portion of Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the Commitment of non-Defaulting Lenders, the Agents, and the Borrowers shall have waived such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included Lender’s default in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder writing, and the Defaulting Lender shall not be included in determining whether makes its Pro Rata Share of the applicable defaulted Loans and pays to the Agents all Lenders have taken or may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace amounts owing by such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lenderthereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding No Defaulting Lender shall be entitled to receive any provision Commitment Fee pursuant to Section 2.08(a) for any period during which it is a Defaulting Lender (and the Borrowers shall not be required to pay any such Commitment Fee that would otherwise have been required to have been paid to such Defaulting Lender). No Defaulting Lender shall be entitled to receive any Letter of this Agreement Credit Fee pursuant to the contrary, if Section 2.03(i) for any Lender becomes period during which it is a Defaulting Lender, then the following provisions shall apply for so long as (i) if such Defaulting Lender is has become a Defaulting Lender: (a) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by clause (a) or (c) of the definition of “Defaulting Lender” or (ii) in respect of any Letter of Credit with respect to which the Borrowers for have provided Risk Participation Cash Collateral pursuant to Section 2.03(a)(ii)(G) (and in the account case of a Defaulting Lender under this Agreement clauses (whether on account of principali) and (ii), interest, fees, indemnity payments or other amounts) will the Borrowers shall not be required to pay any such Letter of Credit Fee that would otherwise have been required to be paid or distributed to such Defaulting Lender), but will instead be retained by except that, (A) in the Administrative Agent in case of a segregatedFronted Letter of Credit, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to if such Defaulting Lender has become a Defaulting Lender pursuant to clause (a) or as a court of competent jurisdiction may otherwise direct; (bc) the unused portion of the Commitment definition of “Defaulting Lender” and the Borrowers have not provided Risk Participation Cash Collateral pursuant to Section 2.03(a)(ii)(G) with respect to such Letter of Credit, then the Borrowers shall instead pay such Letter of Credit Fee to the Fronting L/C Issuer, and (B) in the case of a Several Letter of Credit, and whether or not the Borrowers have provided Risk Participation Cash Collateral pursuant to Section 2.03(a)(ii)(G) with respect to such Letter of Credit, (x) if Bank of America is the Limited Fronting Lender for such Defaulting Lender may be reduced with respect to zero without any contemporaneous ratable reduction such Letter of Credit, the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender Borrowers shall be included in determining whether all Lenders or required to pay to Bank of America a fee equal to 0.25% per annum on the 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 may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender actual daily maximum amount available to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion drawn under such Several Letter of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender Credit and (y) if another Lender is the provisions of clauses (a) through (d) above shall, from and after Limited Fronting Lender for such determination, cease to be of further force or effect Defaulting Lender 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 Several Letter of Credit, the Borrowers while shall pay to such Limited Fronting Lender was a Defaulting Lender; provided, further, that except such fee as the Borrowers may have agreed 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 pay in such Lender having been a Defaulting Lendercircumstance.

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) Unused Fees fees shall cease to accrue on the unfunded portion of the Available Commitment of such Defaulting Lender pursuant to Section 2.04(b2.12(a). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment and Credit Exposure of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring pursuant to Section 9.02; provided, that no such amendment, modification or waiver shall (i) increase the consent Commitment of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require without the consent of such Defaulting Lender, (ii) reduce or forgive the principal amount of any Loan or LC Disbursement of such Defaulting Lender or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable to such Defaulting Lender hereunder, without the written consent of such Defaulting Lender or (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement of such Defaulting Lender, or any date for the payment of any interest, fees or other Obligations payable hereunder to such Defaulting Lender, or reduce the amount of, waive or excuse any such payment to such Defaulting Lender, or postpone the scheduled date of expiration of such Defaulting Lender’s Commitment without the written consent of such Defaulting Lender; (c) if any Swingline Exposure, LC Exposure or Protective Advance Exposure exists at the time such Lender becomes a Defaulting Lender then: (i) all or any part of the Swingline Exposure, LC Exposure and Protective Advance Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent the sum of all non-Defaulting Lenders’ Revolving Exposures plus such Defaulting Lender’s Swingline Exposure, LC Exposure and Protective Advance 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 Borrowers shall within five Business Days following notice by the Administrative Agent (x) first, prepay such Protective Advance Exposure, (y) second, prepay such Swingline Exposure and (z) third, cash collateralize for the benefit of the Issuing Bank only the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (in each case after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as applicablesuch LC Exposure is outstanding; (iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(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 Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted 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 the Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and (d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is reasonably satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers may replace such Defaulting Lender in accordance with Section 2.212.21(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.21(c)(i) (and such Defaulting Lender shall not participate therein). If (i) a Bankruptcy Event 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) the Swingline Lender or the 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, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements with the Borrowers or such Lender, reasonably satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that the Administrative Agent determines Agent, the European Administrative Agent, the Borrowers, the Swingline Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied (in their reasonable judgment) all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages Swingline Exposure, LC Exposure and Protective Advance Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting LenderApplicable 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) Unused Fees No Commitment of any Lender shall cease to accrue on be increased or otherwise affected, and, except as otherwise expressly provided in this Section 4.3 or otherwise specifically provided herein, performance by the unfunded portion Borrower of its obligations shall not be excused or otherwise modified as a result of the Commitment operation of such Defaulting Lender pursuant to this Section 2.04(b)4.3. Any amount paid by the Borrowers for the account of The rights and remedies against a Defaulting Lender under this Agreement (whether on account of principalSection 4.3 are in addition to any other rights and remedies which the Borrower, interest, fees, indemnity payments the Agent or other amounts) will not be paid or distributed to any Lender may have against such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct;. (b) If the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder Borrower and the Defaulting Lender shall not be included Agent agree in determining whether all Lenders have taken or may have taken any action hereunder (including, writing in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines their reasonable determination that a Defaulting Lender has adequately remedied all matters that caused such Lender should no longer be deemed to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect Agent will so notify the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such parties hereto, whereupon as of the Loans effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase that portion of outstanding Commitments of the other Lenders or take such other actions as the Administrative Agent and may determine to be necessary to cause the Commitments to be held on a pro rata basis by the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage their respective Percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lender; provided that provided, that, no adjustments will be made retroactively or with duplication with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such 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 Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender. (c) Notwithstanding anything to the contrary contained in this Agreement, any payment of principal, interest, commitment fees or other amounts received by the Agent for the account of any Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity or otherwise) shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, as the Borrower may request (so long as no Event of Default shall have occurred and be continuing), to the funding of any Committed Loan in respect of which that Defaulting 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Event of Default shall have occurred and be continuing, to the payment of any amounts owing to the 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 fifth, 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 Committed Loan in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Committed Loans were made at a time when the applicable conditions set forth in Section 9 were satisfied or waived, such payment shall be applied solely to pay the Committed Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Committed Loans of such Defaulting Lender and provided, further, that any amounts held as cash collateral for funding obligations of a Defaulting Lender shall be returned to such Defaulting Lender upon the termination of this Agreement and the satisfaction of such Defaulting Lender’s obligations 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 or to post cash collateral pursuant to this Section 4.3 shall be 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 Lender: (a) Unused Fees shall cease such Defaulting Lender will not be entitled to accrue any fees accruing during such period pursuant to Section 2.11(a) or 2.11(b) (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); (b) such Lender will not, to the fullest extent permitted by applicable law, be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would (i) increase or extend the term of the Commitment of such Defaulting Lender, (ii) extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, (iii) reduce the principal amount of any obligation owing to such Defaulting Lender, (iv) reduce the amount of or the rate of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder or (v) alter the unfunded portion terms of this proviso, will continue to require the consent of such Defaulting Lender; (c) the Borrower may irrevocably terminate the unused amount of the Commitment of such Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof). Such termination shall be effective, with respect to such Defaulting Lender’s then existing unused Commitments, on the date set forth in such notice and, with respect to any unused Commitment thereafter arising, on the later of the date set forth in such notice and the date on which such unused Commitment first arises (and no commitment fee will be payable in respect of such unused Commitment terminated on the date it arises). Upon termination of such Defaulting Lender’s unused Commitments under this Section 2.22(b), the Borrower shall pay or cause to be paid all accrued commitment fees payable to, and all other amounts owing to, such Defaulting Lender under this Agreement. Upon such payment, the obligations of such Defaulting Lender hereunder with respect to such terminated Commitments shall be released and discharged; provided, however, that such Defaulting Lender’s rights and obligations provided in Section 9.05 with respect to such terminated Commitments shall survive such release and discharge as to matters occurring prior to such date; (d) if any LC Exposure or Swingline Exposure exists at the time a Lender is a Defaulting Lender: (i) such LC Exposure or Swingline Exposure will automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders on a pro rata basis in accordance with their respective Commitments (without giving effect to the Commitment of such Defaulting Lender); provided that (A) no Non-Defaulting Lender’s Credit Exposure may in any event exceed its Commitment as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Loan Party, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; and (ii) to the extent any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure or Swingline Exposure cannot be reallocated to Non-Defaulting Lenders, whether by reason of the proviso in clause (i) above or otherwise, the Borrower will, not later than three Business Days after demand therefor by the Administrative Agent (at the direction of any Issuing Bank or the Swingline Lender), (A) Cash Collateralize in full its obligations to the Issuing Banks in respect of the unreallocated portion of such LC Exposure, (B) prepay in full its obligations to the Swingline Lender in respect of the unreallocated portion of such Swingline Exposure or (C) make other arrangements reasonably satisfactory to the Administrative Agent and to the Issuing Banks and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) to the extent the unreallocated portion of any LC Exposure is Cash Collateralized pursuant to clause (ii) above, such Cash Collateral will be applied to reimburse the relevant Issuing Bank for the portion of any LC Disbursement to which such unreallocated portion relates and, to the extent the remaining portion of such LC Disbursement shall not be reimbursed by the Borrower in accordance with Section 2.05(f), the Non-Defaulting Lenders will be required pursuant to Section 2.04(b). Any 2.05(f) to fund participations therein in accordance with clause (i) above; (e) no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, and the Swingline Lender shall not be required to fund any Swingline Loan, unless such Issuing Bank or the Swingline Lender is satisfied that any LC Exposure or Swingline Exposure that would result therefrom is fully covered or eliminated by any combination reasonably satisfactory to such Issuing Bank or the Swingline Lender, as applicable, of the arrangements set forth in clauses (d)(i) and (d)(ii) above; (f) in furtherance of the foregoing, if any Lender becomes, and during the period it remains, a Defaulting Lender, the Swingline Lender is hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Administrative Agent, Borrowing Requests pursuant to Section 2.03 in such amounts and in such times as may be required to repay an outstanding Swingline Loan; and (g) any amount paid by the Borrowers Borrower for the account of such Defaulting Lender in its capacity as a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be applied to the payment of all amounts then due and payable by such Defaulting Lender under this Agreement until such amounts are paid in full and then will be paid or distributed to such Defaulting Lender, but will instead be retained by . The application of payments as described in the Administrative Agent preceding sentence shall not result in a segregatedDefault, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as and a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced not charge any overdue or penalty interest on any amount owed to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans it that is not paid as a result of such Defaulting Lender shall be included in determining whether all Lenders or application. If the Majority Lenders have taken or may take any action hereunder Borrower, the Administrative Agent, each Issuing Bank and the Defaulting Swingline Lender shall not be included agree in determining whether all Lenders have taken or may have taken any action hereunder (including, writing in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, their discretion that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting a Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that is a Defaulting Lender has adequately remedied all matters that caused such Lender should no longer be deemed to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted Administrative Agent will so notify the parties hereto, and as of the effective date specified in such notice and subject to reflect the inclusion of such Lender’s Commitment and on such date any conditions set forth therein, such Lender shall will, to the extent applicable, purchase at par such portion of the outstanding Loans or participations in Letters of Credit and Swingline Loans of the other Lenders or make such other adjustments as the Administrative Agent and may determine to be necessary to cause the Credit Exposure of the Lenders shall determine may to be necessary in order for such Lender to hold such Loans on a pro rata basis in accordance with its Lender Percentage whereupon their respective Commitments, and such Lender will cease to be a Defaulting Lender and will be become a Non-Defaulting Lender (and (y) the provisions Credit Exposure of clauses (a) through (d) above shall, from and after such determination, cease each Lender will automatically be adjusted on a prospective basis to be of further force or effect with respect to such Lenderreflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such Lender was a Defaulting Lender; provided, further, provided further that except to the extent 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 Lender Lender’s having been a Defaulting Lender. The parties agree that this Section 2.22 does not violate any of the pro rata provisions of this Agreement.

Defaulting Lenders. 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: (a) Unused Fees The Administrative Agent shall cease not be obligated to accrue on transfer to such Defaulting Lender any payments made by any Borrower to the unfunded portion Administrative Agent for such Defaulting Lender’s benefit, and, in the absence of such transfer to such Defaulting Lender, the Commitment Administrative Agent shall transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Ratable Share (without giving effect to the Ratable Share of such Defaulting Lender) (but only to the extent that such Defaulting Lender’s Loans were funded by the other Lenders) or, if so directed by the Administrative Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender’s Loans were not funded by the other Lenders), retain the same to be re-advanced to the Borrowers as if such Defaulting Lender pursuant had made such Loans to Section 2.04(b)the Borrowers. Any amount paid by Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrowers for the account of a such Defaulting Lender under this Agreement (whether on account the amount of principal, interest, fees, indemnity all such payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be received and retained by the Administrative Agent in a segregated, non-interest bearing for the account until the occurrence of the Final Collection Date, after which such amount Defaulting Lender. No Defaulting Lender shall be used entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay amounts owing under this Agreement any such fees that otherwise would have been required to such have been paid to that Defaulting Lender or as a court of competent jurisdiction may otherwise direct;Lender). (b) the unused portion of the Commitment of Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender may be reduced of this Agreement and shall entitle the Borrowers to zero without any contemporaneous ratable reduction of replace the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders with one or the Majority Lenders have taken or may take any action hereunder more substitute Lenders, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Defaulting Lender shall specify an effective date for such replacement, which date shall not be included later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Defaulting Lender shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever. If the Defaulting Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Defaulting Lender shall be made in determining whether all Lenders have taken accordance with the terms of Section 12.07. (c) The operation of this Section shall not be construed to increase or may have taken otherwise affect the Commitments of any action hereunder (includingLender, in each case, any consent to any amendment relieve or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring excuse the consent of all Lenders which affects performance by such Defaulting Lender differently or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent or to the Lenders other than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and. (d) This Section shall remain effective with respect to such Lender until either (i) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the non-Defaulting Lenders, the L/C Issuer, the Agents, and the Borrowers may replace shall have waived such Defaulting Lender’s default in writing, and the Defaulting Lender makes its Ratable Share of the applicable defaulted Loans and pays to the Agents all amounts owing by such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lenderthereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender.

Defaulting Lenders. 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: (a) Unused Fees Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall cease be restricted as set forth in Section 12.02. (b) The Administrative Agent shall not be obligated to accrue on transfer to such Defaulting Lender any payments made by any Borrower to the unfunded portion Administrative Agent for such Defaulting Lender’s benefit, and, in the absence of such transfer to such Defaulting Lender, the Commitment Administrative Agent shall transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Pro Rata Shares (without giving effect to the Pro Rata Shares of such Defaulting Lender) (but only to the extent that such Defaulting Lender’s Loans were funded by the other Lenders) or, if so directed by the Administrative Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender’s Loans were not funded by the other Lenders), retain the same to be re-advanced to the Borrowers as if such Defaulting Lender pursuant had made such Loans to Section 2.04(b)the Borrowers. Any amount paid by Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrowers for the account of a such Defaulting Lender under this Agreement (whether on account the amount of principal, interest, fees, indemnity all such payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be received and retained by the Administrative Agent in a segregated, non-interest bearing for the account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;Lender. (c) neither the Commitment nor the Loans of Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall be included in determining whether all Lenders entitle the Borrowers to replace the Defaulting Lender with one or the Majority Lenders have taken or may take any action hereunder more substitute Lenders, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Defaulting Lender shall specify an effective date for such replacement, which date shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (includinglater than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium or Lenders penalty of any kind whatsoever. If the Defaulting Lender shall require refuse or fail to execute and deliver any such Assignment and Acceptance prior to the consent effective date of such replacement, the Defaulting Lender, as applicable; andLender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Defaulting Lender shall be made in accordance with the terms of Section 12.07. (d) The operation of this Section 4.04 shall not be construed to increase or otherwise affect the Commitments of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent or to the Lenders other than such Defaulting Lender. (e) This Section 4.04 shall remain effective with respect to such Lender until either (i) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the non-Defaulting Lenders, the Agents, and the Borrowers may replace shall have waived such Defaulting Lender’s default in writing, and the Defaulting Lender makes its Pro Rata Share of the applicable defaulted Loans and pays to the Agents all amounts owing by such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lenderthereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender 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:Lender (it being understood that the determination of whether a Lender is no longer a Defaulting Lender shall be made as described in Section 2.19(b)): (ai) Unused Fees shall cease such Defaulting Lender will not be entitled to accrue any fees accruing during such period pursuant to Section 2.04(a); (ii) such Defaulting Lender will not be entitled to any fees accruing under Section 2.04(b) to the extent it is a Defaulting Lender on the unfunded portion date such fee would otherwise be payable and such fee would be attributable to its Commitment (for the avoidance of doubt fees attributable to funded Advances shall be payable); (iii) to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitment and the outstanding Advances of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by Lender, extend the Borrowers date fixed for the account payment of a principal or interest owing to such Defaulting Lender under this Agreement (whether on account hereunder, reduce the principal amount of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed any obligation owing to such Defaulting Lender, but will instead be retained by reduce the Administrative Agent in a segregated, non-amount of or the rate or amount of interest bearing account until the occurrence of the Final Collection Date, after which such on any amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of any fee payable to such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction hereunder, or alter the terms of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (includingthis proviso, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall will require the consent of such Defaulting Lender, as applicable; and (div) the Borrowers may replace Borrower may, at its sole expense and effort, require such Defaulting Lender in accordance with to assign and delegate its interests, rights and obligations under this Agreement pursuant to Section 2.21. In 9.07. (b) If the event that Borrower and the Administrative Agent determines agree in writing in their discretion that a Defaulting Lender has adequately remedied all matters that caused such Lender to be is no longer a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and the Lenders shall determine may be necessary in order for such Lender subject to hold such Loans in accordance with its Lender Percentage whereupon any conditions set forth therein, such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender. (c) Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.05 shall be applied at such time or times as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; third, as the Borrower may request, 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 Advances under this Agreement; fourth, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against 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. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or otherwise pursuant to this Section 2.19(c) shall be 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 Lender: (a) Unused Ticking Fees shall cease to accrue from and after the time such Lender becomes a Defaulting Lender on the unfunded undrawn portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b2.11(a). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders[Intentionally Omitted]; (c) neither the outstanding Commitment nor the Loans and Loans, if any, of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder under this Agreement (including, in each case, including any consent to any amendment amendment, waiver or waiver modification pursuant to Section 10.0110.02); provided, provided that any waiveramendment, amendment waiver or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or that would (i) change the percentage of Commitments or of the aggregate unpaid principal amount of the Loans, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (ii) amend this Section 2.21 or Section 10.02 in a manner which affects such Defaulting Lender differently than other Lenders and is adverse to such Defaulting Lender, (iii) increase or extend the Commitment of such Defaulting Lender or subject such Defaulting Lender to any additional obligations (it being understood that any amendment, waiver or consent in respect of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase or extension of the Commitment of any Lender or an additional obligation of any Lender), (iv) reduce the principal of the Loans made by such Defaulting Lender or (v) postpone the scheduled date for any payment of principal of, or interest on, the Loans made by such Defaulting Lender, shall in each case require the consent of such Defaulting Lender, as applicable; andLender (which consent shall be deemed to have been given if such Defaulting Lender fails to respond to a written request for such consent within 30 days after receipt of such written request); (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines and the Borrower each agree (acting reasonably) that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Defaulting Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Defaulting Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and share of the outstanding Commitments at the time; (ye) the provisions operation of clauses any provision of this Section 2.21, will not (ai) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim the Borrower, the Administrative Agent or any other Lender may have against such Defaulting Lender, or (except with respect to clause (f) above) cause such Defaulting Lender to be a Non-Defaulting Lender, or (ii) except as expressly provided in this Section 2.21, excuse or otherwise modify the performance by the Borrower of its obligations under this Agreement and the other Loan Documents; and (f) anything herein to the contrary notwithstanding, the Borrower may (i) require such Lender to assign and delegate all its interests, rights and obligations under the Loan Documents in accordance with Section 2.18(b) or (ii) terminate the unused amount of the Commitment of a Defaulting Lender on a non-pro rata basis upon notice to the Administrative Agent (which shall promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any party hereunder arising from claim the Borrower, the Administrative Agent or any Lender may have against such Lender having been a Defaulting Lender.

Defaulting Lenders. (A) If any amount described in Subsection 2.5, Subsection 2.6 or in Subsection 2.20(F) hereof is not made available to Agent by a Lender (such Lender being hereinafter referred to as a "Defaulting Lender") and Agent has made such amount available to a Borrower or the Issuing Bank, as applicable, Agent shall be entitled to recover such amount on demand from such Defaulting Lender together with interest as hereinafter provided. If such Defaulting Lender does not pay such amount forthwith upon Agent's demand therefor, Agent shall promptly notify such Borrower and such Borrower shall immediately (but in no event later than five Business Days after such demand) pay such amount to Agent together with the amounts provided for in the immediately succeeding sentence. Agent shall also be entitled to recover from such Defaulting Lender and/or such Borrower, as the case may be, (x) interest on such amount in respect of each day from the date such corresponding amount was made available by Agent to such Borrower to the date such amount is recovered by Agent, at a rate per annum equal to either (i) if paid by such Defaulting Lender, the overnight Federal Funds Rate or (ii) if paid by such Borrower, the then applicable rate of interest, calculated in accordance with Subsection 2.21(A) hereof, plus (y) in each case, an amount equal to any costs (including legal expenses) and losses incurred as a result of the failure of such Defaulting Lender to provide such amount as provided in this Agreement. Nothing herein shall be deemed to relieve any Lender from its duty to fulfill its obligations hereunder or to prejudice any rights which any Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of a Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by a Borrower under clause (y) above on account of such Defaulting Lender's default. (B) The failure of any Lender to make the Loans to be made by it as part of any Advance or fund its participation in any drawing under a Letter of Credit shall not relieve any other Lender of its obligation, if any, hereunder to make its Loans on the date of such Advance or fund its participation in any drawing under any Letter of Credit, but no Lender shall be responsible for the failure of any other Lender to make its Loans to be made by such other Lender on the date of any Advance or to fund any Lender's participation in any drawing under a Letter of Credit. (C) Notwithstanding any provision of this Agreement anything contained herein to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such any Lender is a Defaulting Lender: (a) Unused Fees Lender or has rejected its Revolving Credit Commitment, Agent shall cease not be obligated to accrue on transfer to such Lender any payments made by any Borrower to Agent for the unfunded portion of the Commitment benefit of such Defaulting Lender; and, such Lender shall not be entitled to the sharing of any payments pursuant to Section 2.04(b)Subsection 2.13. Any amount Amounts payable to such Lender under Subsection 2.13 shall instead be paid by the Borrowers to Agent. Agent may hold and, in its discretion, re-lend to a Borrower for the account of a Defaulting such Lender under this Agreement (whether on the amount of all such payments received by it for the account of principalsuch Lender. For purposes of voting or consenting to matters with respect to the Financing Agreements and determining Proportionate Shares, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall deemed not be included in determining whether all Lenders have taken or may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting "Lender, then " and such Lender's Proportionate Share shall be deemed to be zero (O) and each other Lender's Proportionate Share shall be deemed to be increased pro rata based on its Proportionate Share theretofore existing. This Subsection 2.14(C) shall remain effective with respect to such Lender until (x) the Lender Percentages Liabilities under this Agreement shall be readjusted to reflect the inclusion of such Lender’s Commitment have been declared or shall have become immediately due and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and payable or (y) the provisions of clauses (a) through (d) above shallRequired Lenders, from Agent and after such determination, cease to be of further force or effect with respect to the Borrowers shall have waived such Lender; provided that no adjustments will 's default in writing. No Revolving Credit Commitment of any Lender shall be made retroactively with respect to fees accrued increased or payments made otherwise affected, and performance by or on behalf of the Borrowers while such Lender was a Defaulting shall not be excused, by the operation of this Subsection 2.14(C). Any payments of principal or interest which would, but for this Subsection 2.14, be paid to any Lender; provided, further, that except shall be paid to the extent otherwise expressly agreed Lenders who shall not be in default under their respective Revolving Credit Commitments and who shall not have rejected any Revolving Credit Commitment, for application to the Revolving Loans or to provide cash collateral in such manner and order as shall be determined by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting LenderAgent.

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) Unused Fees A Lender that (i) fails to pay the Agent its Pro Rata Share of any Loans made available by the Agent on such Lender's behalf or (ii) fails to pay any other amount owing by it to the Agent hereunder, is a defaulting lender (a "Defaulting Lender"). The Agent may recover all such amounts owing by a Defaulting Lender on demand. (b) The failure of any Lender to fund its Pro Rata Share of any Borrowing shall cease not relieve any other Lender of its obligation to accrue on the unfunded portion of the Commitment fund its Pro Rata Share of such Borrowing. Conversely, no Lender shall be responsible for the failure of another Lender to fund such other Lender's Pro Rata Share of a Borrowing. (c) The Agent shall not be obligated to transfer to a Defaulting Lender pursuant to Section 2.04(b). Any amount paid any payments made by the Borrowers Borrower to the Agent for the Defaulting Lender's benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Agent. The Agent may hold and, in its discretion, re-lend to the Borrower the amount of all such payments received or retained by it for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender. For purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders deemed not to be a Lender and such Lender's Commitment or the Majority Lenders have taken or may take any action hereunder and Loans made by it, as applicable, for such purposes shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (i) the Defaulting Lender has paid all amounts required to be paid to the Agent hereunder or (ii) the Required Lenders, the Agent and the Borrower shall have waived such Lender's default in writing. The operation of this Section shall not be included construed to increase or otherwise affect the Commitment of any Lender or to relieve or excuse the performance by any of the Borrower of its duties and obligations hereunder. (d) The Borrower may, by notice (a "Replacement Notice") in determining whether all Lenders have taken or may have taken any action hereunder writing to the Agent and a Defaulting Lender, (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects i) request such Defaulting Lender differently than other affected to cooperate with the Borrower in obtaining a Replacement Lender for such Defaulting Lender; (ii) request the non-Defaulting Lenders to acquire and assume all or Lenders shall require the consent a portion of such Defaulting Lender's Loans and Commitment, as applicable; and (d) the Borrowers may replace but none of such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages Lenders shall be readjusted obligated to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and do so; or (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.iii)

Defaulting Lenders. Notwithstanding (a) A Lender who fails to pay the Agent its Proportionate Share of any provision of this Agreement Revolving Loans (including Agent Advances) made available by the Agent on such Lender's behalf, or who fails to pay any other amount owing by it to the contraryAgent, is a "Defaulting Lender." The Agent may recover all such amounts owing by a Defaulting Lender on demand. If the Defaulting Lender does not pay such amounts on the Agent's demand, the Agent shall promptly notify the Borrower and the Borrower shall pay such amounts within five Business Days. In addition, the Defaulting Lender or the Borrower shall pay the Agent interest on such amount for each day from the date it was made available by the Agent to the Borrower to the date it is recovered by the Agent at a rate per annum equal to (x) the overnight Federal Funds Rate, if any Lender becomes a paid by the Defaulting Lender, or (y) the then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) Unused Fees shall cease to accrue on the unfunded portion applicable rate of the Commitment of such Defaulting Lender pursuant to interest calculated under Section 2.04(b). Any amount 4.1, if paid by the Borrowers Borrower; plus, in each case, the Expenses and losses, if any, incurred as a result of the Defaulting Lender's failure to perform its obligations. (b) The failure of any Lender to fund its Proportionate Share of any Revolving Loan (including Agent Advances) shall not relieve any other Lender of its obligation to fund its Proportionate Share of such Revolving Loan. Conversely, no Lender shall be responsible for the failure of another Lender to fund its Proportionate Share of a Revolving Loan. (c) The Agent shall not be obligated to transfer to a Defaulting Lender any payments made by the Borrower to the Agent for the Defaulting Lender's benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Agent. The Agent may hold and, in its discretion, re-lend to the Borrower the amount of all such payments received or retained by it for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender. For purposes of voting or consenting to matters with respect to the Credit Documents and determining Proportionate Shares, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall deemed not be included in determining whether all Lenders have taken or may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting "Lender, then " and such Lender's Commitment shall be deemed to be zero (-0-). This section shall remain effective with respect to such Lender until (x) the Lender Percentages Obligations under this Credit Agreement shall be readjusted to reflect the inclusion of such Lender’s Commitment have been declared or shall have become immediately due and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and payable or (y) the provisions of clauses (a) through (d) above shallMajority Lenders, from the Agent and after such determination, cease to be of further force or effect with respect to the Borrower shall have waived such Lender; provided that no adjustments will 's default in writing. The operation of this Section shall not be made retroactively with respect construed to fees accrued increase or payments made by otherwise affect the Commitment of any Lender, or on behalf of relieve or excuse the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed performance by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release Borrower of any claim of any party hereunder arising from such Lender having been a Defaulting Lenderits duties and obligations hereunder.

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) Unused Fees fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct2.5; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the and Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders, the Supermajority Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.0110.1); provided, provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than disproportionately when compared to other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (dc) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as unless otherwise agreed by the Administrative Agent and the Lenders shall determine Borrowers, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be 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 necessary in order for determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to hold the Administrative Agent or any Swingline Lender hereunder, (ii) second, to the funding of any Loan in respect of which such Loans in accordance with 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 Percentage whereupon such Lender will cease to be or as otherwise directed by a court of competent jurisdiction. The rights and remedies against a Defaulting Lender under this Section 2.20 are in addition to all other rights and will be a Non-remedies which the Borrowers may have against such Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to any Funding Default and which the Administrative Agent or any Lender may have against such Lender; provided that no adjustments will be made retroactively Defaulting Lender with respect to fees accrued or payments made by or on behalf of the Borrowers while such any Funding Default. The Administrative Agent shall promptly notify each Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting if any Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been 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) Unused Fees fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct2.5; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the and Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders, the Supermajority Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.0110.1); provided, provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than disproportionately when compared to other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and; (dc) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as unless otherwise agreed by the Administrative Agent and the Lenders shall determine Borrower, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be 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 necessary in order for determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to hold the Administrative Agent hereunder, (ii) second, to the funding of any Loan in respect of which such Loans in accordance with 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 Percentage whereupon such Lender will cease to be or as otherwise directed by a court of competent jurisdiction. The rights and remedies against a Defaulting Lender under this Section 2.16 are in addition to all other rights and will be a Non-remedies which the Borrower may have against such Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to any Funding Default and which the Administrative Agent or any Lender may have against such Lender; provided that no adjustments will be made retroactively Defaulting Lender with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting LenderFunding Default.

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) Unused the Facility Fees shall cease to accrue on the unfunded portion of the Commitment Commitments and/or Loans of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of Commitments and the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans Credit Exposure of such Defaulting Lender shall not be included in determining whether all the Required Lenders or the Majority any other requisite 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 may have taken under any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01)other Loan Document; provided, provided that any waiveramendment, amendment waiver or other modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other or all Lenders adversely affected Lenders or Lenders shall thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that terms hereof; (c) If the Borrower and the Administrative Agent determines agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be is no longer a Defaulting Lender, then (x) 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 Percentages shall be readjusted will, to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall extent applicable, purchase at par such that portion of the outstanding Loans of the other Lenders or take such other actions as the Administrative Agent and may determine to be necessary to cause the Loans to be held pro rata by the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its their respective Pro Rata Percentages and reimburse each such Lender Percentage for any costs of the type described in Section 2.16 incurred by any Lender as a result of such purchase, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers Borrower while such that Lender was a Defaulting Lender; providedand (d) [reserved]; and (e) [reserved]; and (f) so long as such Lender is a Defaulting Lender, furtherany amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that except would otherwise be payable to such Defaulting Lender pursuant to Section 2.14) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account (for the avoidance of doubt, it is noted that any amounts retained pursuant to this Section 2.19(f) shall for all other purposes be treated as having been paid to such Defaulting Lender) and, subject to any applicable requirements of law and the proviso at the end of this Section 2.19(f), be applied at such time or times as may be determined by the Administrative Agent (i) first, to the extent otherwise expressly agreed payment of any amounts owing by the affected parties, no change hereunder from such Defaulting Lender to Nonthe 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, (iii) third, if the Administrative Agent or the Borrower (with the consent of the Administrative Agent) so determines, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loans under this Agreement, (iv) fourth, 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 such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (v) fifth, so long as no Event of Default has occurred and is continuing, 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 (vi) 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 which such Defaulting Lender has not fully funded and (y) made at a time when the conditions set forth in Section 4.02 are satisfied, such payment shall be applied solely to prepay the Loans of all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans of any Defaulting Lender. The Borrower may terminate the unused amount of the Commitment of any Lender will constitute that is a Defaulting Lender upon not less than two Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof); provided that (i) no Event of Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim of the Borrower, the Administrative Agent or any party hereunder arising from Lender may have against such Defaulting Lender. The rights and remedies against, and with respect to, a Defaulting Lender having been a 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 Borrower may at any time have against, or with respect to, such Defaulting Lender.

Defaulting Lenders. 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: (a) Unused Fees Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall cease be restricted as set forth in Section 12.02. (b) The Administrative Agent shall not be obligated to accrue on transfer to such Defaulting Lender any payments made by any Borrower to the unfunded portion Administrative Agent for such Defaulting Lender’s benefit, and, in the absence of such transfer to such Defaulting Lender, the Commitment Administrative Agent shall transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Pro Rata Shares (without giving effect to the Pro Rata Shares of such Defaulting Lender) (but only to the extent that such Defaulting Lender’s Loans were funded by the other Lenders) or, if so directed by the Administrative Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender’s Loans were not funded by the other Lenders), retain the same to be re-advanced to the Borrowers as if such Defaulting Lender pursuant had made such Loans to Section 2.04(b)the Borrowers. Any amount paid by Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrowers for the account of a such Defaulting Lender under this Agreement (whether on account the amount of principal, interest, fees, indemnity all such payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be received and retained by the Administrative Agent in a segregated, non-interest bearing for the account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;Lender. (c) neither the Commitment nor the Loans of Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall be included in determining whether all Lenders entitle the Borrowers to replace the Defaulting Lender with one or the Majority Lenders have taken or may take any action hereunder more substitute Lenders, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Defaulting Lender shall specify an effective date for such replacement, which date shall not be included in determining whether all Lenders have taken or may have taken any action hereunder later than fifteen (including15) Business Days after the date such notice is given. Prior to the effective date of such replacement, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium or Lenders penalty of any kind whatsoever. If the Defaulting Lender shall require refuse or fail to execute and deliver any such Assignment and Acceptance prior to the consent effective date of such replacement, the Defaulting Lender, as applicable; andLender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Defaulting Lender shall be made in accordance with the terms of Section 12.07. (d) The operation of this Section shall not be construed to increase or otherwise affect the Commitments of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent or to the Lenders other than such Defaulting Lender. (e) This Section shall remain effective with respect to such Lender until either (i) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the non-Defaulting Lenders, the Agents, and the Borrowers may replace shall have waived such Defaulting Lender’s default in writing, and the Defaulting Lender makes its Pro Rata Share of the applicable defaulted Loans and pays to the Agents all amounts owing by such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lenderthereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if (i) If any Lender becomes does not comply with its obligations under Section 5.02(b) above (any such Lender, a “Defaulting Lender”), the other Lenders (including GMACCM), or any of them, may, in their sole discretion, elect to deliver to Disbursement Agent on the Requested Advance Date all or any portion of the Defaulting Lender’s ratable portion of the applicable Advance not made available by the Defaulting Lender (such portion not made available, a “Deficiency”), in which event Defaulting Lender agrees to repay upon demand to each of the Lenders who has advanced a portion of the Deficiency the amount advanced on behalf of the Defaulting Lender, then together with interest thereon at the following provisions shall apply for so long as such Default Rate. If more than one Lender is elects to advance a Defaulting Lender: (a) Unused Fees shall cease to accrue on the unfunded portion of the Commitment Deficiency, such Lenders’ advances shall be made based on the relative ratable shares of each advancing Lender or as otherwise agreed to by such Lenders. Each of the Lenders agrees that any of the other Lenders and Borrower shall have the right to proceed directly against any Defaulting Lender in respect of any right or claim arising out of such Defaulting Lender pursuant to Section 2.04(b)Lender’s Deficiency, provided that Borrower shall not have such right if one or more of the other Lenders advances the entire Deficiency as described above. Any amount paid by In the Borrowers for event the account of a Defaulting Lender under this Agreement fails to advance or repay the Deficiency (whether with interest at the Default Rate, if applicable), on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed prior to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence date of the Final Collection Datenext succeeding Advance, after which such amount the entire interest of said Defaulting Lender in the Loans shall be subordinate to the interests of the other Lenders and all payments otherwise payable to the Defaulting Lender shall be used to pay amounts owing under this Agreement to advance or repay the Deficiency, as applicable, until such time such Defaulting Lender advances or as a court of competent jurisdiction may otherwise direct;repays all Deficiencies (including interest at the Default Rate, if applicable). (bii) the unused The failure of any Lender to pay any Deficiency shall not relieve any other Lender of its obligation, if any, hereunder to make its ratable or other agreed upon portion of the Commitment Advance on the date of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Advance, but no Lender shall be included in determining whether all Lenders responsible for the failure of any Lender to make its ratable or other agreed upon portion of the Majority Lenders have taken or may take Advance to be made by such other Lender on the date of any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (includingAdvance, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, however, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require be obligated to fund the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such balance of the Loans of then current Advance (i.e., excluding the other Lenders as Deficiency) in the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lendermanner required hereunder.

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) The Unused Fees Fee (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct;. (b) the unused portion of the The Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans and Capital of such Defaulting Lender shall not be included in determining whether all Lenders or the 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 may have taken any action hereunder (including, in each case, including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 10.0114.01); provided, that any waiverthat, amendment except as otherwise provided in Section 14.01, 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 which affects such Defaulting Lender differently than other or each Lender directly affected Lenders or Lenders shall require the consent of thereby (if such Defaulting Lender, as applicable; andLender is directly affected thereby). (dc) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines and the Borrower each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders or take such other actions as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage percentage of the aggregate Commitments of all Lenders, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lender; provided provided, that no adjustments will shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such Lender was a Defaulting Lender; , and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding No Defaulting Lender shall have any provision right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of this Agreement to all Lenders, all US Lenders or each affected Lender may be effected with the contraryconsent of the applicable Lenders other than Defaulting Lenders), if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: except that (ai) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such any Defaulting Lender may not be reduced to zero increased or extended without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans consent of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that ii) any waiver, amendment or modification requiring the consent of all Lenders which or each affected Lender that by its terms affects such any Defaulting Lender differently than disproportionately adversely relative to other affected Lenders or Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the US Borrower may amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any other party to such Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any US Lender or other holder of Obligations in any material respect and (ii) the US Lenders shall determine may be necessary in order for have received at least three Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within three Business Days of the date of such Lender notice to hold the US Lenders, a written notice from the Required Lenders stating that the Required US Lenders object to such Loans amendment, modification or supplement. Notwithstanding anything herein to the contrary, as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with its this Section, it shall not be necessary to obtain the consent or approval of any Lender Percentage whereupon that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitment or outstanding Loans so long as such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 receives payment in full of the Borrowers while principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender was a Defaulting Lender; provided, further, that except to or accrued for 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 account of any claim of any party hereunder arising from such Lender having been a Defaulting Lenderunder this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective.

Defaulting Lenders. Notwithstanding (a) If at any provision of this Agreement to the contrary, if time any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as Borrower may, on ten (10) Business Days’ prior written notice to the Agents and such Lender, replace such Lender is a Defaulting Lender: by causing such Lender to (aand such Lender shall be obligated to) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender assign pursuant to Section 2.04(b). Any amount 10.02(b) (with the assignment fee to be paid by the Borrowers for the account Borrower in such instance) all of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing its rights and obligations under this Agreement to such Defaulting one or more assignees; provided that neither the Agents nor any Lender shall have any obligation to the Borrower to find a replacement Lender or as a court of competent jurisdiction may otherwise direct;other such Person. (b) the unused portion of the Commitment of such Defaulting Any Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (including, in each case, any consent to any amendment or waiver being replaced pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d2.25(a) above shall, from shall (i) execute and after such determination, cease to be of further force or effect deliver an Assignment and Acceptance with respect to such Lender; provided that no adjustments will ’s outstanding Loans and participations in Letters of Credit, and (ii) deliver any documentation evidencing such Loans to the Borrower or the Agents. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s outstanding Loans and participations in Letters of Credit, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be made retroactively paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and acceptance and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate documentation executed by the Borrower in connection with previous Borrowings, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting assigned Loans and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender; provided, further, that except . (c) Notwithstanding anything to the extent otherwise expressly agreed by contrary contained above, any Lender that is an Issuing Lender hereunder may not be replaced at any time that it has a Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Lender have been made with respect to each such outstanding Letter of Credit and the affected parties, no change Agents may not be replaced hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release except in accordance with the terms of any claim of any party hereunder arising from such Lender having been a Defaulting LenderSection 8.05.

Defaulting Lenders. The obligation of any Lender to make any Loan hereunder shall not be affected by the failure of any other Lender to make any Loan under this Credit Agreement, and no Lender shall have any liability to the Borrowers or any of their Subsidiaries, the Administrative Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan hereunder. 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) Unused Fees fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct2.5 hereof; (b) the unused portion of the Commitment and Credit Exposure of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment amendment, waiver or waiver modification pursuant to Section 10.0110.10(a) hereof); provided, that any waiveramendment, amendment waiver or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender or all Defaulting Lenders differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender; (c) so long as no Event of Default shall have occurred and be continuing, 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 9.3 hereof but excluding payments to the Defaulting Lender pursuant to Section 10.10(b) hereof) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as applicablemay be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its Pro Rata Share as required by this Credit Agreement, (iii) third, if so determined by the Administrative Agent and each Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Credit Agreement, (iv) fourth, pro rata, to the payment of any amounts owing to any Borrowers or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement, and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; andprovided, that if such payment is (x) a prepayment of the principal amount of any outstanding Loans with respect to which a Defaulting Lender has funded its participation obligations, and (y) made at a time when the conditions set forth in Section 4.2 hereof are satisfied, such payment shall be applied solely to prepay the outstanding Loans of, and reimbursement obligations owed to, all Non-Defaulting Lenders pro rata prior to being applied to the prepayment of any outstanding Loans of, or reimbursement obligations owed to, such Defaulting Lender; (d) upon the Borrowers may replace occurrence and during the continuance of an Event of Default, all amounts which would otherwise be payable to the Defaulting Lender (other than a Lender which is a Defaulting Lender solely as a result of clause (v) of the definition of the term “Defaulting Lender” herein, but which Defaulting Lender has otherwise fulfilled its obligations under this Credit Agreement) shall, in lieu of being distributed to such Defaulting Lender, be applied first, to satisfy in full the Obligations owing to the Administrative Agent, and the Non-Defaulting Lenders in accordance with the other provisions of this Credit Agreement, second, to satisfy any damage claims of the Administrative Agent, and the Non-Defaulting Lenders against such Defaulting Lender for its failure to fulfill its obligations under this Credit Agreement, and third, the balance, if any, to satisfy the Obligations owing to such Defaulting Lender. For the avoidance of doubt, the foregoing application of the amounts otherwise payable to the Defaulting Lender shall not increase the obligations of any Borrowers under this Credit Agreement; (e) in accordance with Section 2.21. In the event that the Administrative Agent determines and each Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be become a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon and such Lender will cease to be shall thereafter no longer constitute a Defaulting Lender hereunder (unless and will be until such Xxxxxx again becomes a Defaulting Lender); and (f) neither the provisions of this Section 2.15, nor the provisions of any other Section of this Credit Agreement relating to a Defaulting Lender, are intended by the parties hereto to constitute liquidated damages. Subject to the limitations contained in Section 10.8 hereof regarding special, indirect, consequential and punitive damages, each of the Administrative Agent, each Non-Defaulting Lender and (y) the provisions each Borrower hereby reserves its respective rights to proceed against such Defaulting Lender for any damages incurred as a result of clauses (a) through (d) 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 Borrowers while such Lender was it becoming 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 Lender having been a Defaulting Lenderhereunder.

Defaulting Lenders. Notwithstanding (a) A Lender who fails to pay the Agent its Proportionate Share of any provision of this Agreement Revolving Loans (including Agent Advances) made available by the Agent on such Lender's behalf, or who fails to pay any other amounts owing by it to the contraryAgent, is a "Defaulting Lender." The Agent is entitled to recover from such Defaulting Lender all such amounts owing by such Defaulting Lender on demand. If the Defaulting Lender does not pay such amounts on the Agent's demand, the Agent shall promptly notify the Borrower Representative and the Borrowers shall pay such amounts within five (5) Business Days of its receipt of such notice. In addition, the Defaulting Lender or the Borrowers shall pay to the Agent for its own account interest on such amount for each day from the date it was made available by the Agent to the Borrowers to the date it is recovered by the Agent at a rate per annum equal to (x) the overnight Federal Funds Rate, if any Lender becomes a paid by the Defaulting Lender, or (y) the then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) Unused Fees shall cease to accrue on the unfunded portion applicable rate of the Commitment of such Defaulting Lender pursuant to interest calculated under Section 2.04(b). Any amount 4.1, if paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (includingBorrowers; plus, in each case, the Expenses and losses, if any, incurred as a result of the Defaulting Lender's failure to perform its obligations. Nothing herein shall be deemed to relieve any consent Lender of its obligation to fulfill its commitments hereunder or to prejudice any amendment or waiver pursuant rights which the Borrowers may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrowers to Section 10.01); provided, that seek reimbursement from any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require for any amounts paid by the consent Borrowers under clause (y) above on account of such Defaulting Lender, as applicable; and's default. (db) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such The failure of any Lender to be fund its Proportionate Share of a Defaulting LenderRevolving Loan shall not relieve any other Lender of its obligation to fund its Proportionate Share of a Revolving Loan. Conversely, then (x) the no Lender Percentages shall be readjusted to reflect responsible for the inclusion failure of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such another Lender to hold such Loans in accordance with fund its Lender Percentage whereupon such Lender will cease to be Proportionate Share of a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting LenderRevolving Loan.

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: (ai) Unused Fees The obligation of any Lender to make any Loan hereunder shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid not be affected by the Borrowers failure of any other Lender to make any Loan under this Agreement, and no Lender shall have any liability to the Borrower or any of its Subsidiaries, the Administrative Agent, any other Lender, or any other Person for the account of another Lender’s failure to make any loan or Loan hereunder. (ii) If any Lender shall become a Defaulting Lender under this Agreement (whether on account of principalLender, interest, fees, indemnity payments or other amounts) will not be paid or distributed to then such Defaulting Lender’s right to participate in the administration of the loans, but will instead be retained this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to suspended for the entire period that such Lender remains a Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) and the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the stated commitment amounts and outstanding Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders, the Required Lenders (or any class thereof) or the Majority Lenders (or any class thereof), as the case may be, have taken or may have taken take any action hereunder (including, in each casewithout limitation, any consent action to approve any consent, waiver or amendment to this Agreement or waiver pursuant to Section 10.01the other Loan Documents); provided, however, that any the foregoing shall not permit (A) an increase in such Defaulting Lender’s stated commitment amounts, (B) the waiver, amendment forgiveness or reduction of the principal amount of any Obligations outstanding to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (C) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or other extensions of credit or other obligations of the Borrower owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent, (D) any other modification requiring which under Section 12.02 requires the consent of all Lenders or Lender(s) affected thereby which affects such the Defaulting Lender differently than the Non-Defaulting Lenders affected by such modification, other affected Lenders than a change to or Lenders shall require waiver of the consent requirements of Section 4.01(b) which results in a reduction of the Defaulting Lender’s commitment or its share of the Obligations on a non-pro-rata basis. (iii) All or any part of such Defaulting Lender, as applicable; and (d) ’s participation in Letter of Credit Obligations shall be reallocated among the Borrowers may replace such Non-Defaulting Lender Lenders in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused their respective Applicable Revolving Credit Percentages (calculated without regard to such Lender to be a Defaulting Lender, then (x’s Commitment) but only to the Lender Percentages shall be readjusted to reflect extent that such reallocation does not cause the inclusion aggregate Revolving Credit Exposure of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a any Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after to exceed 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from such Lender that Lxxxxx having been become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lxxxxx’s increased exposure following such reallocation. (iv) To the extent and for so long as a Lender remains a Defaulting Lender and notwithstanding the provisions of Section 4.01(b), the Administrative Agent shall be entitled, without limitation, (A) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the Defaulting Lender shall be delinquent or otherwise in default to the Administrative Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document, (B) if the amount of Loans made by such Defaulting Lender is less than its Applicable Revolving Credit Percentage, as the case may be, requires, apply payments of principal made by the Borrower amongst the Non-Defaulting Lenders on a pro rata basis until all outstanding Loans are held by all Lenders according to their respective Applicable Revolving Credit Percentages, and (C) to bring an action or other proceeding, in law or equity, against such Defaulting Lender in a court of competent jurisdiction to recover the delinquent amounts, and any related interest. Performance by the Borrower of its obligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified as a result of the operation of this Section, except to the extent expressly set forth herein and in any event the Borrower shall not be required to pay any Commitment Fee under Section 3.04(a) of this Agreement in respect of such Defaulting Lender’s Unfunded Portion for the period during which such Lender is a Defaulting Lender. Furthermore, the rights and remedies of the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders against a Defaulting Lender under this section shall be in addition to any other rights and remedies such parties may have against the Defaulting Lender under this Agreement or any of the other Loan Documents, applicable law or otherwise, and the Borrower waives no rights or remedies against any 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) Unused Fees shall cease to accrue on the unfunded portion of the No Revolving Credit Commitment of such Defaulting any Lender pursuant to shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.04(b). Any amount paid 2.22, performance by the Borrowers for of their obligations shall not be excused or otherwise modified as a result of the account operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Agreement (whether on account of principalSection 2.22 are in addition to any other rights and remedies which the Borrowers, interest, fees, indemnity payments the Agent or other amounts) will not be paid or distributed to any Lender may have against such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct;. (b) If the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder Borrowers and the Defaulting Lender shall not be included Agent agree in determining whether all Lenders have taken or may have taken any action hereunder (including, writing in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines their reasonable determination that a Defaulting Lender has adequately remedied all matters that caused such Lender should no longer be deemed to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect Agent will so notify the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such parties hereto, whereupon as of the Loans effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase that portion of outstanding Revolving Credit Advances of the other Lenders or take such other actions as the Administrative Agent and may determine to be necessary to cause the Revolving Credit Advances to be held by the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage their Ratable Share, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers any Borrower while such 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 Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender. (c) Notwithstanding anything to the contrary contained in this Agreement, any payment of principal, interest, commitment fees or other amounts received by the Agent for the account of any Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise) shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, as the Borrowers may request (so long as no Default exists), to the funding of any Advance 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, if so determined by the Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Revolving Credit Advances under this Agreement; fourth, to the payment of any amounts then owing to the 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 then owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and 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 Advance in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made at a time when the applicable conditions set forth in Article III were satisfied or waived, such payment shall be applied solely to pay the Advances of all non-Defaulting Lenders according to their Ratable Share prior to being applied to the payment of any Advances of such Defaulting Lender and provided further that any amounts held as cash collateral for funding obligations of a Defaulting Lender shall be returned to such Defaulting Lender upon the termination of this Agreement and the satisfaction of such Defaulting Lender’s obligations 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 or to post cash collateral pursuant to this Section 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (d) Any Borrower may terminate the Unused Revolving Credit Commitment of any Lender that is a Defaulting Lender upon prior notice of not less than ten Business Days to the Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.22(c) shall apply to all amounts thereafter paid by any Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, commitment fees or other amounts), provided that (i) no Event of Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim any Borrower, the Agent or any 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) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender shall not be entitled to receive any commitment fee pursuant to Section 2.04(b). Any amount paid by the Borrowers 2.09(a) for the account of any period during which it is a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will and the Company shall not be required to pay any such fee that would otherwise have been required to have been paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct); (b) the unused portion of the Commitment Commitments and Credit Exposures of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 10.019.02); provided, except that (i) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or other modification requiring the consent of all Lenders which or each affected Lender that by its terms affects such any Defaulting Lender differently more adversely than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (dc) with respect to any Several Letter of Credit and/or the Borrowers may replace L/C Obligations under the applicable Tranche of such Defaulting Lender with respect thereto, (i) such Defaulting Lender shall not be entitled to receive any Letter of Credit fee pursuant to Section 2.09(b) for any period during which it is a Defaulting Lender (and (except as provided in clause (c)(iii) below) the Company shall not be required to pay any such fee that would otherwise have been required to have been paid to such Defaulting Lender); (ii) subject to the condition that no Default has occurred and is continuing, with respect to any Several Letter of Credit outstanding at the time such Lender becomes a Defaulting Lender (other than any Several Letter of Credit with respect to which another Lender has agreed to act as the Limited Fronting Lender for such Defaulting Lender), with the consent of the beneficiary thereunder to the extent required by the terms thereof or under applicable Law, (i) all or any portion of the L/C Obligations held by such Defaulting Lender under the applicable Tranche shall be reallocated among the Non-Defaulting Lenders in accordance with their respective NAIC Tranche Applicable Percentages or Non-NAIC Tranche Applicable Percentages, as the case may be, but only to the extent that (A) the sum of the aggregate NAIC Tranche Credit Exposure or Non-NAIC Tranche Credit Exposure, as the case may be, of Non-Defaulting Lenders plus the Outstanding Amount of the L/C Obligations held by such Defaulting Lender under such Tranche shall not exceed the total NAIC Tranche Commitments or Non-NAIC Tranche Commitments, as the case may be, of the Non-Defaulting Lenders (except as provided in Section 2.212.20(k) for Limited Fronting Lenders) and (B) the aggregate NAIC Tranche Credit Exposure or Non-NAIC Tranche Credit Exposure, as the case may be, of each Non-Defaulting Lender under such Tranche shall not exceed the respective NAIC Tranche Commitment or Non-NAIC Tranche Commitment of such Non-Defaulting Lender (except as provided in Section 2.20(k) if such Non-Defaulting Lender is a Limited Fronting Lender) and (ii) each such Several Letter of Credit shall be amended to specify the Non-Defaulting Lenders that are parties to such Several Letter of Credit, after giving effect to such event, and such Non-Defaulting Lenders’ respective NAIC Tranche Applicable Percentages or Non-NAIC Tranche Applicable Percentages with respect thereto as of the effective date of such amendment (and, notwithstanding anything herein to the contrary, such Defaulting Lender shall have no obligation under each such Several Letter of Credit to the extent such L/C Obligations in respect thereof are so allocated); (iii) if the L/C Obligations held by the Non-Defaulting Lenders under the applicable Tranche are reallocated with respect to any Several Letter of Credit pursuant to clause (c)(ii) above, then the Letter of Credit fees payable to the Lenders with respect to such Several Letter of Credit pursuant to Section 2.09(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ respective NAIC Tranche Applicable Percentages or Non-NAIC Tranche Applicable Percentages; and (iv) so long as such Lender remains a Defaulting Lender, the L/C Obligations of the Lenders under such Tranche in respect of any Several Letter of Credit requested to be issued hereunder shall be allocated among Non-Defaulting Lenders in a manner consistent with clause (c)(ii) above (and, notwithstanding anything herein to the contrary, such Defaulting Lender shall have no obligation under each such Several Letter of Credit to the extent such L/C Obligations in respect thereof are so allocated). In the event that the Administrative Agent, the applicable Several L/C Agent determines and the Company each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date, (xA) to the Lender Percentages extent the L/C Obligations held by the Non-Defaulting Lenders were theretofore reallocated with respect to any Several Letter of Credit pursuant to clause (c)(ii) or (iv) above, all adjustments shall be readjusted made to such Several Letters of Credit consistent with Section 2.20(b)(iv) (including amendments to each such Several Letter of Credit and/or, if applicable, purchases at par by such Lender of the Unreimbursed Amounts then outstanding (if any) of the other Lenders thereunder) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such L/C Obligations under the applicable Tranche in accordance with its respective NAIC Tranche Applicable Percentage or Non-NAIC Tranche Applicable Percentage; (B) if the L/C Obligations held by the Non-Defaulting Lenders under such Tranche were not theretofore reallocated with respect to such Several Letter of Credit pursuant to clause (c)(ii) above, but instead the face amount of any such Several Letter of Credit was increased or a new Several Letter of Credit was issued hereunder in favor of the beneficiary of such Several Letter of Credit in order to provide such beneficiary with an aggregate undrawn face amount of Letters of Credit from the Non-Defaulting Lenders in the amount required by such beneficiary, the amount of such Several Letter of Credit or new Several Letter of Credit shall be amended to decrease the amount thereof, or the Company shall arrange for such new Letter of Credit to be surrendered by such beneficiary to such Several L/C Agent, in order to reflect the inclusion of such Lender’s respective NAIC Tranche Commitment or Non-NAIC Tranche Commitment; and on such date (C) such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Applicable Percentage with respect to each applicable Tranche, whereupon such Lender will cease to shall no longer be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a 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) Unused Fees shall cease to accrue on the unfunded portion Pro Rata Share of the Commitment then outstanding Obligations of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders or all affected Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.0111.4); provided, provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently disproportionately than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (b) [Reserved] (c) [Reserved] (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative [Reserved] (e) Agent determines that shall not be obligated to transfer to a Defaulting Lender has adequately remedied all matters that caused such Lender to be a any payments received by Agent for the Defaulting Lender’s benefit, then (x) the Lender Percentages nor shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Non-Defaulting Lender and (y) shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, relend to a Borrower the provisions amount of clauses (a) through (d) above shall, from and after all such determination, cease to be payments received or retained by it for the account 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except . The operation of this Section shall not be construed to increase or otherwise affect 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 Term Loan Commitment of any claim Lender, or relieve or excuse the performance by any Borrower or Guarantor of any party hereunder arising from such Lender having been a Defaulting Lendertheir duties and obligations hereunder.

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: (ai) Unused Fees The obligation of any Lender to make any Loan hereunder shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid not be affected by the Borrowers failure of any other Lender to make any Loan under this Agreement, and no Lender shall have any liability to the Borrower or any of their Subsidiaries, the Administrative Agent, any other Lender, or any other Person for the account of another Lender’s failure to make any loan or Loan hereunder. (ii) If any Lender shall become a Defaulting Lender under this Agreement (whether on account of principalLender, interest, fees, indemnity payments or other amounts) will not be paid or distributed to then such Defaulting Lender’s right to participate in the administration of the loans, but will instead be retained this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to suspended for the entire period that such Lender remains a Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) and the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the stated commitment amounts and outstanding Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders, the Required Revolving Credit Lenders (or any class thereof) or the Majority Lenders (or any class thereof), as the case may be, have taken or may have taken take any action hereunder (including, in each casewithout limitation, any consent action to approve any consent, waiver or amendment to this Agreement or waiver pursuant to Section 10.01the other Loan Documents); provided, however, that any the foregoing shall not permit (A) an increase in such Defaulting Lender’s stated commitment amounts, (B) the waiver, amendment forgiveness or reduction of the principal amount of any Obligations outstanding to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (C) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or other extensions of credit or other obligations of the Borrower owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent, (D) any other modification requiring which under Section 13.02 requires the consent of all Lenders or Lender(s) affected thereby which affects such the Defaulting Lender differently than the Non-Defaulting Lenders affected by such modification, other affected than a change to or waiver of the requirements of Section 5.01(b) which results in a reduction of the Defaulting Lender’s commitment or its share of the Obligations on a non pro-rata basis. (iii) To the extent and for so long as a Lender remains a Defaulting Lender and notwithstanding the provisions of Section 5.01(b) hereof, the Administrative Agent shall be entitled, without limitation, (A) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the Defaulting Lender shall be delinquent or otherwise in default to the Administrative Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document, (B) if the amount of Loans made by such Defaulting Lender is less than its Applicable Revolving Credit Percentage or Term Loan Percentage, as the case may be, requires, apply payments of principal made by the Borrower amongst the Non-Defaulting Lenders on a pro rata basis until all outstanding Loans are held by all Lenders according to their respective Applicable Revolving Credit Percentages or Lenders Term Loan Percentages, as the case may be, and (C) to bring an action or other proceeding, in law or equity, against such Defaulting Lender in a court of competent jurisdiction to recover the delinquent amounts, and any related interest. Performance by the Borrower of its obligations under this Agreement and the other Loan Documents shall require not be excused or otherwise modified as a result of the consent operation of this Section, except to the extent expressly set forth herein and in any event the Borrower shall not be required to pay any Facility Fee under Section 3.05(a) of this Agreement in respect of such Defaulting Lender’s Unfunded Portion for the period during which such Lender is a Defaulting Lender. Furthermore, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In rights and remedies of the event that Borrower, the Administrative Agent determines that Agent, the Issuing Bank, the Swing Line Lender and the other Lenders against a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages under this section shall be readjusted in addition to reflect any other rights and remedies such parties may have against the inclusion of such Lender’s Commitment and on such date such Defaulting Lender shall purchase at par such of the Loans under this Agreement or any of the other Lenders as the Administrative Agent Loan Documents, applicable law or otherwise, and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force Borrower waive no rights 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of remedies against 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 contrarycontrary (including Sections 2.04(b) and 2.05(a)), if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ai) Unused Fees No Defaulting Lender shall cease be entitled to accrue on receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the unfunded Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). (ii) No Defaulting Lender shall be entitled to receive fees payable pursuant to Section 2.04(b) for any period during which that Lender is a Defaulting Lender unless it has provided cash collateral pursuant to Section 2.21(c) but then, only to the extent allocable to its Ratable Share of the stated amount of Letters of Credit for which it has provided such cash collateral. (iii) With respect to any fees payable pursuant to Section 2.04(b) not required to be paid to any Defaulting Lender pursuant to clause (i) or (ii) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Obligations or Swing Line Advances that has been reallocated to such Non-Defaulting Lender pursuant to clause (b) below, (y) pay to the Commitment Issuing Lender and the Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Lender’s or the Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. (b) All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations and Swing Line Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Ratable Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Facility Usage of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. 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. If the reallocation described above in this clause cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, cash collateralize the Issuing Lender’s and the Swing Line Lender’s Fronting Exposure as follows: (i) to the extent that all or any part of such Defaulting Lender’s pro rata portion of Swing Line Advances cannot be reallocated pursuant to Section 2.21(b), then the Borrower shall (A) within 15 days following notice from the Agent until such Defaulting Lender ceases to be a Defaulting Lender under this Agreement, establish and, thereafter, maintain a special collateral account (the “Swing Line Collateral Account”) with the Agent, in the name of the Borrower but under the sole dominion and control of the Agent, (B) grant to the Agent for the benefit of the Swing Line Lender and the other Lenders, solely as security for repayment of the unallocated portion of such Defaulting Lender’s Ratable Share of outstanding Swing Line Advances, a security interest in and to the Swing Line Collateral Account and any funds that may thereafter be deposited therein and (C) maintain in the Swing Line Collateral Account an amount equal to the unallocated portion of such Defaulting Lender’s Ratable Share of outstanding Swing Line Advances; and (ii) to the extent that all or any part of such Defaulting Lender’s participations in outstanding Letters of Credit cannot be reallocated pursuant to Section 2.21(b), then the Borrower (A) shall, within 15 days following notice from the Agent until such Defaulting Lender ceases to be a Defaulting Lender under this Agreement, establish and, thereafter, maintain a special collateral account (the “Letter of Credit Collateral Account”) with the Agent in the name of the Borrower but under the sole dominion and control of the Agent, (B) grant to the Agent for the benefit of the Issuing Lenders and the other Lenders, as security for the unallocated portion of such Defaulting Lender’s Ratable Share of all Letter of Credit Obligations, a security interest in the Letter of Credit Collateral Account and any funds that may be deposited therein and (C) shall maintain in the Letter of Credit Collateral Account an amount equal to the unallocated portion of such Defaulting Lender’s Ratable Share of all Letter of Credit Obligations, regardless of whether any Letters of Credit have then been drawn; (c) so long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to, but in its sole discretion may from time to time elect to, fund any Swing Line Advance, (ii) no Issuing Lender shall be required to, but in its sole discretion may from time to time elect to, issue, amend or increase any Letter of Credit, unless in each case it is satisfied in its sole discretion that the related exposure will be 100% covered by the Non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.21(b) and (iii) participating interests in any newly made Swing Line Advance or any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.21(b) (and such Defaulting Lender shall not participate therein); (d) any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 2.04(b). Any amount paid 8.05 shall be applied at such time or times as may be determined by the Borrowers for Agent as follows: first, to the account payment of a any amounts owing by such Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender or the Swing Line Lender hereunder; third, to cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with clause (b) above; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to (i) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances under this Agreement and (whether on account of principal, interest, fees, indemnity payments or other amountsii) will not be paid or distributed cash collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with clause (b) above; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lender or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, but will instead be retained the Issuing Lender or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent in Borrower against such Defaulting Lender as a segregated, non-interest bearing account until the occurrence result of the Final Collection Date, after which such amount shall be used to pay amounts owing Defaulting Lender’s breach of its obligations under this Agreement Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction may otherwise direct; jurisdiction; provided that if (bx) the unused portion such payment is a payment of the Commitment principal amount of any Advances or Letter of Credit Obligations in respect of which such Defaulting Lender may has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be reduced applied solely to zero without pay the Advances of, and Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any contemporaneous ratable reduction Advances of, or Letter of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of Credit Obligations owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in Letter of Credit Obligations and Swing Line Advances are held by the Lenders pro rata in accordance with their respective Ratable Shares without giving effect to Section 2.21(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.21(d) shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder deemed paid to and the Defaulting Lender shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of redirected by such Defaulting Lender, as applicableand each Lender irrevocably consents hereto; and (de) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines Borrower, the Agent, the Issuing Lender and the Swing Line Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages Swing Line Advances and the Letter of Credit participations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Ratable Share and on such date such Lender shall purchase at par such of the Loans Revolving Credit Advances of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans Revolving Credit Advances in accordance with its Lender Percentage whereupon such Lender will cease Ratable Share (without giving effect to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting LenderSection 2.21(b)).

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) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b2.05(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) upon the election of the Borrowers and written notice to the Administrative Agent, the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.212.22. In the event that the Administrative Agent Agent, and, so long as no Event of Default has occurred and is continuing, the Borrower Representative, determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a 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) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender shall not be entitled to receive any commitment fee pursuant to Section 2.04(b). Any amount paid by the Borrowers 2.09(a) for the account of any period during which it is a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will and the Company shall not be required to pay any such fee that would otherwise have been required to have been paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct); (b) the unused portion of the Commitment Commitments and Credit Exposures of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 10.019.02); provided, except that (i) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or other modification requiring the consent of all Lenders which or each affected Lender that by its terms affects such any Defaulting Lender differently more adversely than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (dc) with respect to any Several Letter of Credit and/or the Borrowers may replace L/C Obligations of such Defaulting Lender with respect thereto, (i) such Defaulting Lender shall not be entitled to receive any Letter of Credit fee pursuant to Section 2.09(b) for any period during which it is a Defaulting Lender (and (except as provided in clause (c)(iii) below) the Company shall not be required to pay any such fee that would otherwise have been required to have been paid to such Defaulting Lender); (ii) subject to the condition that no Default has occurred and is continuing, with respect to any Several Letter of Credit outstanding at the time such Lender becomes a Defaulting Lender (other than any Several Letter of Credit with respect to which another Lender has agreed to act as the Limited Fronting Lender for such Defaulting Lender), with the consent of the beneficiary thereunder to the extent required by the terms thereof or under applicable Law, (i) all or any portion of the L/C Obligations held by such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with their respective L/C Tranche Applicable Percentages but only to the extent that (A) the sum of the aggregate L/C Tranche Credit Exposure of Non-Defaulting Lenders plus the Outstanding Amount of the L/C Obligations held by such Defaulting Lender shall not exceed the total L/C Tranche Commitments of the Non-Defaulting Lenders (except as provided in Section 2.212.20(k) for Limited Fronting Lenders) and (B) the aggregate Outstanding Amount of the L/C Obligations held by each Non-Defaulting Lender shall not exceed the L/C Tranche Commitment of such Non-Defaulting Lender (except as provided in Section 2.20(k) if such Non-Defaulting Lender is a Limited Fronting Lender) and (ii) each such Several Letter of Credit shall be amended to specify the Non-Defaulting Lenders that are parties to such Several Letter of Credit, after giving effect to such event, and such Non-Defaulting Lenders’ respective L/C Tranche Applicable Percentages with respect thereto as of the effective date of such amendment (and, notwithstanding anything herein to the contrary, such Defaulting Lender shall have no obligation under each such Several Letter of Credit to the extent such L/C Obligations in respect thereof are so allocated); (iii) if the L/C Obligations held by the Non-Defaulting Lenders are reallocated with respect to any Several Letter of Credit pursuant to clause (c)(ii) above, then the Letter of Credit fees payable to the Lenders with respect to such Several Letter of Credit pursuant to Section 2.09(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ L/C Tranche Applicable Percentages; and (iv) so long as such Lender remains a Defaulting Lender, the L/C Obligations of the Lenders in respect of any Several Letter of Credit requested to be issued hereunder shall be allocated among Non-Defaulting Lenders in a manner consistent with clause (c)(ii) above (and, notwithstanding anything herein to the contrary, such Defaulting Lender shall have no obligation under each such Several Letter of Credit to the extent such L/C Obligations in respect thereof are so allocated). In the event that the Administrative Agent, the applicable Several L/C Agent determines and the Company each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date, (xA) to the Lender Percentages extent the L/C Obligations held by the Non-Defaulting Lenders were theretofore reallocated with respect to any Several Letter of Credit pursuant to clause (c)(ii) or (iv) above, all adjustments shall be readjusted made to such Several Letters of Credit consistent with Section 2.20(b)(iv) (including amendments to each such Several Letter of Credit and/or, if applicable, purchases at par by such Lender of the Unreimbursed Amounts then outstanding (if any) of the other Lenders thereunder) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such L/C Obligations in accordance with its L/C Tranche Applicable Percentage; (B) if the L/C Obligations held by the Non-Defaulting Lenders were not theretofore reallocated with respect to such Several Letter of Credit pursuant to clause (c)(ii) above, but instead the face amount of any such Several Letter of Credit was increased or a new Several Letter of Credit was issued hereunder in favor of the beneficiary of such Several Letter of Credit in order to provide such beneficiary with an aggregate undrawn face amount of Letters of Credit from the Non-Defaulting Lenders in the amount required by such beneficiary, the amount of such Several Letter of Credit or new Several Letter of Credit shall be amended to decrease the amount thereof, or the Company shall arrange for such new Letter of Credit to be surrendered by such beneficiary to such Several L/C Agent, in order to reflect the inclusion of such Lender’s Commitment L/C Tranche Commitment; and on such date (C) such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Applicable Percentage with respect to each applicable Tranche, whereupon such Lender will cease to shall no longer be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a 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) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the The Commitments of the other Lenders; (c) neither the Commitment nor the and Loans of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority Required 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 may have taken any action hereunder (including, in each case, including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 10.019.02); providedprovided that this Section 2.16(a) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification effecting the reduction or excuse of principal amount of, or interest or fees payable on, such Defaulting Lender’s Loans or the postponement of the scheduled date of payment of such principal amount, interest or fees to such Defaulting Lender. (b) The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that any waiver, amendment or modification requiring the consent of all Lenders which affects Borrower may have against such Defaulting Lender differently than other affected Lenders with respect to any funding default and that the Administrative Agent or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers any Lender may replace have against such Defaulting Lender in accordance with Section 2.21respect to any funding default. In the event that the Administrative Agent determines and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers Borrower while such that Lender was a Defaulting Lender; providedprovided that, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding If for any provision reason any Lender wrongfully (in violation of this Agreement Agreement) fails or refuses to advance its Pro Rata Share of any Loan or Loans, or otherwise defaults on any of its material obligations under this Agreement, and fails to cure its default within five (5) Business Days of receiving written notice from Administrative Agent of its failure to perform (such Lender being a "Defaulting Lender"), then in addition to the contraryrights and remedies that may be available to Administrative Agent and Lenders at law or in equity, if any Lender becomes a the Defaulting Lender, then 's right to participate in this Agreement will be suspended during the following provisions shall apply for so long as pendency of such Lender is a Defaulting Lender: 's uncured default, and (awithout limiting the foregoing) Unused Fees shall cease to accrue on Administrative Agent may (or at the unfunded portion direction of the Commitment Majority Lenders, shall) withhold from such Defaulting Lender any interest payments, fees, principal payments, or other sums otherwise payable to such Defaulting Lender under the Loan Documents until such default of such Defaulting Lender pursuant to Section 2.04(b)has been cured. Any amount paid by Each non-defaulting Lender will have the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lenderright, but will instead be retained by not the Administrative Agent obligation, in its sole discretion, to acquire at par a segregated, non-interest bearing account until proportionate share (based on the occurrence ratio of its Commitment to the Final Collection Date, after which such aggregate amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of all of the other Lenders; (cnon-defaulting Lenders that elect to acquire a share of the Defaulting Lender's Commitment) neither of the Commitment nor Defaulting Lender's Commitment, including without limitation its proportionate share in the Loans outstanding principal balance of such the Loans. The Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder will pay and the Defaulting Lender shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (includingprotect, in each casedefend, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the and indemnify Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans each of the other Lenders as against, and hold Administrative Agent, and each of the other Lenders harmless from, all claims, actions, proceedings, liabilities, damages, losses, and expenses (including without limitation Attorney Costs, and interest at the Reference Rate plus two percent (2%) per annum for the funds advanced by Administrative Agent or any Lenders on account of the Defaulting Lender) they may sustain or incur by reason of or in consequence of the Defaulting Lender's failure or refusal to perform its obligations under the Loan Documents. Administrative Agent may set off against payments due to the Defaulting Lender for the claims of Administrative Agent and the other Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) against the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided. The exercise of these remedies will not reduce, further, that diminish or liquidate the Defaulting Lender's Commitment (except to the extent otherwise expressly agreed that part or all of such Commitment is acquired by the affected partiesother Lenders as specified above) or its obligations to share losses and reimbursement for costs, no change hereunder from Defaulting Lender liabilities and expenses under this Agreement. This indemnification will survive the payment and satisfaction of all of Borrower's obligations and liabilities to Non-Defaulting Lender will constitute a waiver Lenders. The foregoing provisions of this Section 10.11 are solely for the benefit of Administrative Agent and Lenders, and may not be enforced or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lenderrelied upon by Borrower.

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) Unused Fees Commitment fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b2.10(a). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion Commitment and Outstanding Amount of the Commitment all Loans and L/C Obligations of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders, the Majority Lenders or the Required Borrowing Base Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.0110.1); provided, provided that (i) any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting each affected Lender differently than other affected Lenders pursuant to Section 10.1(a), (b) or Lenders (c), shall require the consent of such Defaulting Lender (which for the avoidance of doubt would include any change to the Maturity Date applicable to such Defaulting Lender, decreasing or forgiving any principal or interest due to such Defaulting Lender, any decrease of any interest rate applicable to Loans made by such Defaulting Lender (other than the waiving of post-default interest rates) and any increase in such Defaulting Lender’s Commitment) and (ii) any redetermination, whether an increase, decrease or affirmation, of the Borrowing Base shall occur without the participation of a Defaulting Lender, but the effective Commitment (i.e., the Percentage Share of an increased Borrowing Base) of a Defaulting Lender may not be increased without the consent of such Defaulting Lender; (c) if any L/C Obligations exists at the time a Lender becomes a Defaulting Lender, then (i) all or any part of such L/C Obligations of such Defaulting Lender will, subject to the limitation in the first proviso below and subject to the requirement that there is no Default or Event of Default then existing at such time, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Voting Percentages; provided that (A) each Non-Defaulting Lender’s L/C Obligations plus the aggregate outstanding amount of the Loans of such Non-Defaulting Lender may not in any event exceed the Commitment of such Non-Defaulting Lender as applicable; andin effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender, (ii) to the extent that all or any portion (the “unreallocated portion”) of the Defaulting Lender’s L/C Obligations cannot, or can only partially, be so reallocated to Non-Defaulting Lenders, whether by reason of the first proviso in this Section 2.16(c)(i) or otherwise, the Borrower shall within two Business Days following notice by the Administrative Agent Cash Collateralize such Defaulting Lender’s unreallocated portion of the L/C Obligations in accordance with the procedures set forth in Section 2.3(k) for so long as such L/C Obligations are outstanding, (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s L/C Obligations pursuant to this Section 2.16(c), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.3(h) with respect to such Defaulting Lender’s L/C Obligations during the period such Defaulting Lender’s L/C Obligations is Cash Collateralized, (iv) if the L/C Obligations of the non-Defaulting Lenders are reallocated pursuant to this Section 2.16(c), then the Letter of Credit fees payable for the account of the Lenders pursuant to Section 2.3(h) shall be adjusted in accordance with such non-Defaulting Lenders’ Voting Percentages and the Borrower shall not be required to pay any Letter of Credit fees to the Defaulting Lender pursuant to Section 2.3(h) with respect to such Defaulting Lender’s L/C Obligations during the period that such Defaulting Lender’s L/C Obligations is reallocated, or (v) if any Defaulting Lender’s L/C Obligations is neither Cash Collateralized nor reallocated pursuant to this Section 2.16(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all Letter of Credit fees payable under Section 2.3(h) with respect to such Defaulting Lender’s L/C Obligations shall be payable to the Issuing Bank until such L/C Obligations is Cash Collateralized and/or reallocated; (d) the Borrowers may Issuing Bank will not be required to issue any new Letter of Credit or amend any outstanding Letter of Credit to increase the stated amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless the Issuing Bank is reasonably satisfied that any exposure that would result from the exposure to such Defaulting Lender is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders or by L/C Collateral or a combination thereof in accordance with clause (c) above or otherwise in a manner reasonably satisfactory to the Issuing Bank; (e) the Borrower shall have the right to remove or replace such a Defaulting Lender in accordance with Section 2.21. In 3.9 hereof; and (f) if the event that Borrower, the Administrative Agent determines and the Issuing Bank 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, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent will so notify the parties hereto, whereupon, as of the effective date specified in such notice and the Lenders shall determine may be necessary in order for such Lender subject to hold such Loans in accordance with its Lender Percentage whereupon any conditions set forth therein, such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (yany applicable L/C Collateral shall be promptly returned to the Borrower and any L/C Obligations of such Lender reallocated pursuant to Section 2.16(c) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to shall be of further force or effect with respect reallocated back 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 Borrowers while such Lender was a Defaulting Lender; providedthat, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender 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) Unused Fees fees set forth in Section 2.13(a) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) to the unused portion extent permitted by applicable law, (i) any voluntary prepayment of Revolving Credit Loans shall, if the Commitment Borrower so directs at the time of making such voluntary prepayment, be applied to the Revolving Credit Loans of other Lenders as if such Defaulting Lender had no Revolving Credit Loans outstanding and the Revolving Credit Exposure of such Defaulting Lender may be reduced to zero without were zero, and (ii) any contemporaneous ratable reduction mandatory prepayment of the Commitments Revolving Credit Loans shall, if the Borrower so directs at the time of making such mandatory prepayment, be applied to the Revolving Credit Loans of other Lenders, but not to the Revolving Credit Loans of such Defaulting Lender, it being understood and agreed that the Borrower shall be entitled to retain any portion of any mandatory prepayment of the other LendersRevolving Credit Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); (c) neither the Commitment nor the Loans and Revolving Credit Exposure of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.0110.02); provided, provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender; (d) if any LC Exposure exists at the time a Lender becomes a Defaulting Lender then: (i) all or any part of such LC Exposure shall be reallocated among the Lenders that are not Defaulting Lenders in accordance with their respective Revolving Percentages but, as applicablein any case, only to the extent (x) the sum of the Revolving Credit Exposures of all Lenders that are not Defaulting Lenders plus such Defaulting Lender’s LC Exposure does not exceed the total of the Commitments of all Lenders that are not Defaulting Lenders, (y) the Revolving Credit Exposure of any Lender does not exceed such Lender’s Revolving Credit Commitment and (z) the conditions set forth in Section 5.02 are satisfied at such time; and (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 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 2.07(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 this paragraph (d) ), the Borrowers may replace Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.13(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 Lenders is reallocated pursuant to this paragraph (d), then the fees payable to the Lenders pursuant to Section 2.13(a) and Section 2.13(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Percentages; or (v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this paragraph (d), then, without prejudice to any rights or remedies of the Issuing Lenders or any 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 fees payable in connection with any Letters of Credit under Section 2.21. 2.13(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Lenders until such LC Exposure is cash collateralized and/or reallocated; and (e) so long as any Lender is a Defaulting Lender, no Issuing Lender shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with paragraph (d) of this Section, 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 paragraph (d)(i) of this Section (and Defaulting Lenders shall not participate therein). (f) In the event that each of the Administrative Agent determines Agent, the Borrower and the Issuing Lenders agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting LenderRevolving 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) Unused Fees shall cease A Lender who fails to accrue pay the Agent its Proportionate Share of any Revolving Loans (including Agent Advances) made available by the Agent on such Lender's behalf, or who fails to pay any other amounts owing by it to the unfunded portion of the Commitment of Agent, is a "DEFAULTING LENDER." The Agent is entitled to recover from such Defaulting Lender pursuant to Section 2.04(b)all such amounts owing by such Defaulting Lender on demand. Any amount paid by If the Defaulting Lender does not pay such amounts on the Agent's demand, the Agent shall promptly notify the Hawk Funds Administrator and the Borrowers shall pay such amounts to the Agent (to the extent the Agent has made such amounts available to or for the account of a the Borrowers) within five (5) Business Days of the receipt by the Hawk Funds Administrator of such notice. In addition, the Defaulting Lender under this Agreement or the Borrowers shall pay to the Agent for its own account interest on such amount for each day from the date it was made available by the Agent to the Borrowers to the date it is recovered by the Agent at a rate per annum equal to (whether on account x) the overnight Federal Funds Rate PLUS the Expenses and losses, if any, incurred as a result of principalthe Defaulting Lender's failure to perform its obligations, interest, fees, indemnity payments or other amounts) will not be if paid or distributed to such by the Defaulting Lender, but will instead be retained or (y) the then applicable rate of interest calculated under SECTION 4.1, if paid by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount Borrowers. Nothing herein shall be used deemed to pay amounts owing under this Agreement relieve any Lender of its obligation to such Defaulting fulfill its commitments hereunder or to prejudice any rights which the Borrowers may have against any Lender or as a court result of competent jurisdiction may otherwise direct;any default by such Lender hereunder. (b) The failure of any Lender to fund its Proportionate Share of a Revolving Loan shall not relieve any other Lender of its obligation to fund its Proportionate Share of a Revolving Loan. Conversely, no Lender shall be responsible for the unused portion failure of the Commitment another Lender to fund its Proportionate Share of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;a Revolving Loan. (c) neither The Agent shall not be obligated to transfer to a Defaulting Lender any payments made by the Commitment Borrowers to the Agent for the Defaulting Lender's benefit; nor shall a Defaulting Lender be entitled to the Loans sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Agent. The Agent may hold and, in its discretion, re-lend to the Borrowers the amount of all such payments received by it for the account of such Lender. For purposes of voting or consenting to matters with respect to the Credit Documents and determining Proportionate Shares, such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall deemed not be included in determining whether all Lenders have taken or may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting "LENDER" and such Lender, then 's Commitment shall be deemed to be zero (-0-). This section shall remain effective with respect to such Lender until (x) the Lender Percentages Obligations shall be readjusted to reflect the inclusion of such Lender’s Commitment have been declared or shall have become immediately due and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and payable or (y) the provisions of clauses (a) through (d) above shallMajority Lenders, from the Agent and after such determination, cease to be of further force or effect with respect to the Borrowers shall have waived such Lender; provided that no adjustments will 's default in writing. The operation of this Section shall not be made retroactively with respect construed to fees accrued increase or payments made otherwise affect the Commitment of any Lender, or relieve or excuse the performance by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lendertheir respective duties and obligations hereunder.

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) Unused Fees Agent may recover all amounts owing by a Defaulting Lender on demand, and all such amounts owing shall cease bear interest at a per annum rate equal to accrue on two percent (2%) above the unfunded portion per annum rate otherwise applicable to Base Rate Advances until Paid in Full. (b) The failure of the Commitment any Defaulting Lender to fund its Pro Rata Share of any Borrowing shall not relieve any other Lender of its obligation to fund its Pro Rata Share of such Borrowing. Conversely, no Lender shall be responsible for the failure of another Lender to fund such other Lender’s Pro Rata Share of a Borrowing. (c) Agent shall not be obligated to transfer to a Defaulting Lender pursuant any payments made by Borrowers to Section 2.04(bAgent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any fees). Any Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its Permitted Discretion, apply any or all of such amounts to the Defaulting Lender’s defaulted obligations, use the funds to Collateralize such Lender’s Fronting Exposure, or re-lend to Borrowers the amount paid of all such payments received or retained by the Borrowers it for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender. For purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders deemed not to be a Lender and such Lender’s Commitment or the Majority Lenders have taken or may take any action hereunder and Loans made by it, as applicable, for such purposes shall be deemed to be zero (0). This Section shall remain effective with respect to such Lender until the Defaulting Lender has ceased to be a Defaulting Lender. The operation of this Section shall not be included in determining whether all Lenders have taken construed to increase or may have taken otherwise affect the Commitment of any action hereunder (including, in each case, Lender or to relieve or excuse the performance by any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent Borrowers of such Defaulting Lender, as applicable; andtheir duties and obligations hereunder. (d) Agent, at its election, at any time, may require that the Borrowers may replace such reimbursement obligations of a Defaulting Lender in accordance with Section 2.21. In respect of Letters of Credit be reallocated to, and assumed by, the event other Lenders based on their respective Pro Rata Shares (calculated as if the Defaulting Lender’s Pro Rata Share was zero (0)), provided that no Lender shall be reallocated, or required to fund, any such amounts that could would cause the Administrative sum of such Lender’s outstanding Loans and outstanding reimbursement obligations in respect of Letters of Credit to exceed its Commitment. (e) If Agent determines determines, in its 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 (x) Agent will so notify the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash Collateralization), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as Agent may determine to be necessary to cause the Administrative Agent Loans and the funded and unfunded participations in Letters of Credit to be held by the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage their Pro Rata Shares (without giving effect to subsection (c) above) whereupon such that Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected partiesparties and subject to Section 2.11, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender 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) Unused Fees fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct2.4; (b) the unused portion of the Commitment and Outstanding Credit Exposure of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.018.2); provided, provided that any waiver, amendment or modification requiring the consent of all Lenders which or each affected Lender that affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender; (c) if any Swing Line Loans are outstanding or LC Obligations exist at the time a Lender becomes a Defaulting Lender then: (i) such Defaulting Lender shall, within one Business Day following notice by the Administrative Agent, cash collateralize such Defaulting Lender’s Revolving Percentage of the LC Obligations by depositing cash collateral in an amount equal to such Defaulting Lender’s Revolving Percentage of the LC Obligations in the Facility LC Collateral Account. Such amounts shall be held in the Facility LC Collateral Account until the earliest of (x) the time the Defaulting Lender is no longer a Defaulting Lender as applicablereasonably determined by the Administrative Agent, upon which such amounts shall be transferred to such Defaulting Lender (without interest), (y) the expiration of the applicable LC Obligations by the terms of the applicable Facility LC, upon which such amounts shall be transferred to such Defaulting Lender (without interest), and (z) the failure of the Borrower to reimburse the LC Issuer on or before the applicable LC Payment Date, upon which such amounts shall be paid to the Administrative Agent and applied to such Defaulting Lender’s reimbursement obligations to the LC Issuer. (ii) if such Defaulting Lender fails to deposit cash collateral in the amounts required pursuant to clause (i) above, then all or any part of the unfunded participations in and commitments with respect to such Swing Line Loans or LC Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Revolving Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s Revolving Loans and participations in and commitments with respect to Revolving Loans, Swing Line Loans and Facility LCs does not exceed the total of all non-Defaulting Lender’s Revolving Commitments and (y) the conditions set forth in Article IV are satisfied at such time; provided, that the LC Fees payable to the Lenders shall be determined taking into account of such reallocation. (iii) if such Defaulting Lender has not cash collateralized its Revolving Percentage of the outstanding LC Obligations and if the reallocation described in clause (ii) above cannot, or can only partially, be effected, the Borrower shall, within one Business Day following notice by the Administrative Agent, (x) first, prepay a portion of such outstanding Swing Line Loans in an amount equal to such Defaulting Lender’s Swing Line Exposure and (y) second, cash collateralize such Defaulting Lender’s Revolving Percentage of the LC Obligations in accordance with the procedures set forth in Section 8.1 for so long as such Facility LC Exposure is outstanding; (iv) if the Borrower cash collateralizes any portion of such Defaulting Lender’s Facility LC Exposure pursuant to clause (iii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.18.4 with respect to such Defaulting Lender’s Facility LC Exposure during the period such Defaulting Lender’s Facility LC Exposure is cash collateralized by the Borrower; and (v) if any Defaulting Lender’s Facility LC Exposure is not cash collateralized pursuant to clause (i) or (iii) above, then, without prejudice to any rights or remedies of the LC Issuer or any Lender hereunder, all letter of credit fees payable under Section 2.18.4 with respect to such Defaulting Lender’s Facility LC Exposure shall be payable to the LC Issuer until such Facility LC Exposure is cash collateralized; (d) so long as any Lender is a Defaulting Lender, the Borrowers may replace such LC Issuer shall not be required to issue or Modify any Facility LC, unless it is satisfied that the related exposure will be 100% covered by cash collateral provided by the Defaulting Lender or the Borrower in accordance with Section 2.21. In the event 2.21(c); and (e) 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 11.2 but excluding Section 2.19) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent determines that in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as are determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the LC Issuer or Swing Line Lender hereunder, (iii) third, to the funding of any Revolving Loan or the funding or cash collateralization of any participating interest in any Swing Line Loan or Facility LC in respect of which such Defaulting Lender has adequately remedied all matters that caused such Lender failed to be a Defaulting Lenderfund its portion thereof as required by this Agreement, then as determined by the Administrative Agent, (xiv) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as fourth, if so determined by the Administrative Agent and the Lenders shall determine may be necessary Borrower, held in order such account as cash collateral for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a future funding obligations of the Defaulting Lender and will be under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a Non-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, (vi) sixth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposure of such Lenders to the Aggregate Outstanding Exposure equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans and (vii) seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that if such payment is (x) a prepayment of the principal amount of any Loans or Reimbursement Obligations in respect of draws under Facility LCs with respect to which the LC Issuer has funded its participation obligations and (y) made at a time when the provisions of clauses (a) through (d) above shallconditions set forth in Section 4.2 are satisfied, from such payment shall be applied solely to prepay the Loans of, and after such determinationReimbursement Obligations owed to, cease all Lenders that are not Defaulting Lenders pro rata prior 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except being applied 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 prepayment of any claim of Loans, or Reimbursement Obligations owed to, any party hereunder arising from such Lender having been a Defaulting Lender.

Defaulting Lenders. 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:‌ (a) Unused Fees Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall cease be restricted as set forth in Section 10.02. (b) Agent shall not be obligated to accrue on the unfunded portion of the Commitment of transfer to such Defaulting Lender pursuant any payments made by Borrower to Section 2.04(b). Any amount paid by Agent for such Defaulting Lender’s benefit, and, in the Borrowers for the account absence of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed such transfer to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which shall transfer any such amount shall be used payments to pay amounts owing under this Agreement to such each other non- Defaulting Lender or as a court of competent jurisdiction may otherwise direct; ratably in accordance with their Pro Rata Shares (b) without giving effect to the unused portion of the Commitment Pro Rata Shares of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;Lender). (c) neither the Commitment nor the Loans of Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall be included in determining whether all entitle Borrower to replace the Defaulting Lender with one or more substitute Lenders or consented to by the Majority Lenders have taken or may take any action hereunder Required Lenders, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Defaulting Lender shall specify an effective date for such replacement, which date shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (includinglater than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium or Lenders penalty of any kind whatsoever. If the Defaulting Lender shall require refuse or fail to execute and deliver any such Assignment and Acceptance prior to the consent effective date of such replacement, the Defaulting Lender, as applicable; andLender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Defaulting Lender shall be made in accordance with the terms of Section 10.07. (d) The operation of this Section shall not be construed to increase or otherwise affect the Borrowers may replace Commitments of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Agent or to Lenders other than such Defaulting Lender. (e) This Section shall remain effective with respect to such Lender until either (i) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the non-Defaulting Lenders and Borrower shall have waived such Defaulting Lender’s default in writing, and the Defaulting Lender makes its Pro Rata Share of the applicable defaulted Loans and pays to Agent all amounts owing by such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lenderthereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such Lender Xxxxxx 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 Lender Xxxxxx’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding (a) A Lender who fails to pay the Agent its Proportionate Share of any provision of this Agreement Revolving Loans (including Agent Advances) made available by the Agent on such Lender's behalf, or who fails to pay any other amounts owing by it to the contraryAgent, is a "Defaulting Lender." The Agent is entitled to recover from such Defaulting Lender all such amounts owing by such Defaulting Lender on demand. If the Defaulting Lender does not pay such amounts on the Agent's demand, the Agent shall promptly notify the Borrower and the Borrower shall pay such amounts within five (5) Business Days of its receipt of such notice. In addition, the Defaulting Lender or the Borrower shall pay to the Agent for its own account interest on such amount for each day from the date it was made available by the Agent to the Borrower to the date it is recovered by the Agent at a rate per annum equal to (x) the overnight Federal Funds Rate, if any Lender becomes a paid by the Defaulting Lender, or (y) the then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) Unused Fees shall cease to accrue on the unfunded portion applicable rate of the Commitment of such Defaulting Lender pursuant to interest calculated under Section 2.04(b). Any amount 4.1, if paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (includingBorrower; plus, in each case, the Expenses and losses, if any, incurred as a result of the Defaulting Lender's failure to perform its obligations. Nothing herein shall be deemed to relieve any consent Lender of its obligation to fulfill its commitments hereunder or to prejudice any amendment or waiver pursuant rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrower to Section 10.01); provided, that seek reimbursement from any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require for any amounts paid by the consent Borrower under clause (y) above on account of such Defaulting Lender, as applicable; and's default. (db) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such The failure of any Lender to be fund its Proportionate Share of a Defaulting LenderRevolving Loan shall not relieve any other Lender of its obligation to fund its Proportionate Share of a Revolving Loan. Conversely, then (x) the no Lender Percentages shall be readjusted to reflect responsible for the inclusion failure of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such another Lender to hold such Loans in accordance with fund its Lender Percentage whereupon such Lender will cease to be Proportionate Share of a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting LenderRevolving Loan.

Defaulting Lenders. 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: (a) Unused Fees Such Defaulting Lender's right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall cease be restricted as set forth in Section 12.02. (b) The Administrative Agent and the Revolving Agent shall not be obligated to accrue on the unfunded portion of the Commitment of transfer to such Defaulting Lender pursuant any payments made by any Borrower to Section 2.04(b). Any amount paid by the Borrowers Administrative Agent or the Revolving Agent for such Defaulting Lender's benefit, and, in the account absence of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed such transfer to such Defaulting Lender, the Administrative Agent or the Revolving Agent shall transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Pro Rata Shares (without giving effect to the Pro Rata Shares of such Defaulting Lender) (but will instead be retained only to the extent that such Defaulting Lender's Loans were funded by the other Lenders) or, if so directed by the Administrative Agent in a segregated, non-interest bearing account until Borrower and if no Default or Event of Default has occurred and is continuing (and to the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to extent such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;Lender's (c) neither the Commitment nor the Loans of Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall be included in determining whether all Lenders entitle the Borrowers to replace the Defaulting Lender with one or the Majority Lenders have taken or may take any action hereunder more substitute Lenders, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Defaulting Lender shall specify an effective date for such replacement, which date shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (includinglater than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium or Lenders penalty of any kind whatsoever. If the Defaulting Lender shall require refuse or fail to execute and deliver any such Assignment and Acceptance prior to the consent effective date of such replacement, the Defaulting Lender, as applicable; andLender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Defaulting Lender shall be made in accordance with the terms of Section 12.07. (d) The operation of this Section shall not be construed to increase or otherwise affect the Commitments of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Agents or to the Lenders other than such Defaulting Lender. (e) This Section shall remain effective with respect to such Lender until either (i) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the non-Defaulting Lenders, the Agents, and the Borrowers may replace shall have waived such Defaulting Lender's default in writing, and the Defaulting Lender makes its Pro Rata Share of the applicable defaulted Loans and pays to the applicable Agent all amounts owing by such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lenderthereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender Xxxxxx 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 Lender Xxxxxx'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) Unused Fees fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct2.4; (b) the unused portion of the Commitment and Outstanding Credit Exposure of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.018.2); provided, provided that any waiver, amendment or modification requiring the consent of all Lenders which or each affected Lender that affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender; (c) if any Swing Line Loans are outstanding or LC Obligations exist at the time a Lender becomes a Defaulting Lender then: (i) such Defaulting Lender shall, within one Business Day following notice by the Administrative Agent, cash collateralize such Defaulting Lender’s Pro Rata Share of the LC Obligations by depositing cash collateral in an amount equal to such Defaulting Lender’s Pro Rata Share of the LC Obligations in the Facility LC Collateral Account. Such amounts shall be held in the Facility LC Collateral Account until the earliest of (x) the time the Defaulting Lender is no longer a Defaulting Lender as applicablereasonably determined by the Administrative Agent, upon which such amounts shall be transferred to such Defaulting Lender (without interest), (y) the expiration of the applicable LC Obligations by the terms of the applicable Letter of Credit, upon which such amounts shall be transferred to such Defaulting Lender (without interest), and (z) the failure of the Borrower to reimburse the LC Issuer on or before the applicable LC Payment Date, upon which such amounts shall be paid to the Administrative Agent and applied to such Defaulting Lender’s reimbursement obligations to the LC Issuer. (ii) if such Defaulting Lender fails to deposit cash collateral in the amounts required pursuant to clause (i) above, then all or any part of the unfunded participations in and commitments with respect to such Swing Line Loans or LC Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all non-Defaulting Lenders’ Outstanding Credit Exposure plus such Defaulting Lender’s Loans and participations in and commitments with respect to Loans and Facility LCs does not exceed the total of all non-Defaulting Lender’s Commitments and (y) the conditions set forth in Article IV are satisfied at such time; provided, that the LC Fees payable to the Lenders shall be determined taking into account of such reallocation. (iii) if such Defaulting Lender has not cash collateralized its Pro Rata Share of the outstanding LC Obligations and if the reallocation described in clause (ii) above cannot, or can only partially, be effected, the Borrower shall, within one Business Day following notice by the Administrative Agent, (x) first, prepay a portion of such outstanding Swing Line Loans in an amount equal to such Defaulting Lender’s Swing Line Exposure and (y) second, cash collateralize such Defaulting Lender’s Pro Rata Share of the LC Obligations in accordance with the procedures set forth in Section 8.1 for so long as such Facility LC Exposure is outstanding; (iv) if the Borrower cash collateralizes any portion of such Defaulting Lender’s Facility LC Exposure pursuant to clause (iii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.18.4 with respect to such Defaulting Lender’s Facility LC Exposure during the period such Defaulting Lender’s Facility LC Exposure is cash collateralized by the Borrower; and (v) if any Defaulting Lender’s Facility LC Exposure is not cash collateralized pursuant to clause (i) or (iii) above, then, without prejudice to any rights or remedies of the LC Issuer or any Lender hereunder, all letter of credit fees payable under Section 2.18.4 with respect to such Defaulting Lender’s Facility LC Exposure shall be payable to the LC Issuer until such Facility LC Exposure is cash collateralized; (d) so long as any Lender is a Defaulting Lender, the Borrowers may replace such LC Issuer shall not be required to issue or Modify any Facility LC, unless it is satisfied that the related exposure will be 100% covered by cash collateral provided by the Defaulting Lender or the Borrower in accordance with Section 2.21. In the event 2.21(c); and (e) 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 11.2 but excluding Section 2.19) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent determines that in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as are determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the LC Issuer or Swing Line Lender hereunder, (iii) third, to the funding of any Revolving Loan or the funding or cash collateralization of any participating interest in any Swing Line Loan or Facility LC in respect of which such Defaulting Lender has adequately remedied all matters that caused such Lender failed to be a Defaulting Lenderfund its portion thereof as required by this Agreement, then as determined by the Administrative Agent, (xiv) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as fourth, if so determined by the Administrative Agent and the Lenders shall determine may be necessary Borrower, held in order such account as cash collateral for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a future funding obligations of the Defaulting Lender and will be under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a Non-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, (vi) sixth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposure of such Lenders to the Aggregate Outstanding Exposure equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans and (vii) seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that if such payment is (x) a prepayment of the principal amount of any Loans or Reimbursement Obligations in respect of draws under Facility LCs with respect to which the LC Issuer has funded its participation obligations and (y) made at a time when the provisions of clauses (a) through (d) above shallconditions set forth in Section 4.2 are satisfied, from such payment shall be applied solely to prepay the Loans of, and after such determinationReimbursement Obligations owed to, cease all Lenders that are not Defaulting Lenders pro rata prior 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except being applied 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 prepayment of any claim of Loans, or Reimbursement Obligations owed to, any party hereunder arising from such 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 following provisions shall apply for so long as such Lender is a Defaulting Lender: (ai) Unused Fees the standby fees payable pursuant to Section 3.5 shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other LendersLender; (cii) neither a Defaulting Lender shall not be included in determining whether, and the Commitment nor the Loans of such Defaulting Lender shall not be included in determining whether whether, all Lenders or the 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 may have taken any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.0114.1(e); provided), provided that any waiver, waiver or amendment or modification requiring the consent of all Lenders which or each affected Lender that affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (diii) for the Borrowers may replace avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender. (b) If any Lender fails to fund its Pro Rata Share of a Loan hereunder, then each other Lender shall fund a portion of such defaulted amount in an amount equal to such other Lender's Pro Rata Share (and in calculating the Pro Rata Share of a Lender, ignoring the Commitments of Defaulting Lenders) of such unfunded portion; provided that, for certainty, no Lender shall be obligated by this Section to make or provide Loans in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting excess of its Commitment. (c) If any Lender has adequately remedied all matters that caused such Lender shall cease to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such then, upon becoming aware of the Loans of same, the Agent shall notify the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans (in accordance with its Lender Percentage whereupon the written direction of the Agent) such Lender will cease (which has ceased to be a Defaulting Lender Lender) shall purchase, and will be the other Lenders shall on a Non-Defaulting Lender rateable basis sell and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect assign to such Lender; provided that no adjustments will be made retroactively with respect , portions of such Loans equal in total to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except 's Pro Rata Share thereof without regard to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting LenderSection 17.8(b).

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) Unused Fees any separately agreed undrawn commitment fees in respect of any Increased Commitment shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct;; and (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction and all of the Commitments of the other Lenders; (c) neither the Commitment nor the its Term Loans of such Defaulting Lender and Commitments, as applicable, shall be included in excluded for purposes of determining whether all the Required Lenders or the Super-Majority Lenders Lenders, as applicable, have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (including, in each case, including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 10.018.01); 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 described in Section 8.01 for which the consent of all Lenders which affects such Defaulting or each Lender differently than other directly and adversely affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21thereby is required. In the event that the Administrative Agent determines and the Borrower each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Term Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Term Loans in accordance with its Lender Percentage Pro Rata Share, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers Borrower while such Lender was a Defaulting Lender; provided, further, and provided further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of the Borrower, the Agent or any party hereunder other Lender may have arising from such Lender 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, to the extent permitted by applicable law: (a) Unused Fees fees shall cease to accrue on the unfunded portion of the Revolving Credit Commitment of such Defaulting Lender pursuant to Section 2.04(b5.2(a). Any amount paid by , and the Borrowers for Borrower shall not be required to pay any such fees that do not accrue; provided that any such Commitment Fee accrued on any of the account Revolving Credit Commitments of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will during the period prior to the time such Revolving Credit Lender became a Defaulting Lender and unpaid at such time shall not be paid or distributed payable by the Borrower so long as such Revolving Credit Lender shall be a Defaulting Lender except to the extent that such fee shall otherwise have been due and payable by the Borrower prior to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise directtime; (b) the unused portion Revolving Credit Commitment and Revolving Extensions of the Commitment Credit of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders, all directly and adversely affected Lenders or the Required Lenders, as applicable, or other requisite Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.0112.1); provided, provided that (i) any waiver, amendment or modification requiring the consent of all Lenders which affects and (ii) the Revolving Credit Commitment of such Defaulting Lender differently may not be increased or extended, the maturity date of any Loan made by such Defaulting Lender may not be extended, the date for the payment of any principal, interest or fee payable hereunder (other than other affected Lenders as a result of waiving default interest) shall not be extended, the interest rate of or Lenders shall require any fees payable in respect of a Defaulting Lender’s Loan or Commitment may not be decreased (except as set forth in clause (a) above or (c)(iii) below or with respect to default interest as set forth in Section 5.8(c)), and the amount of principal of the Loans held by such Defaulting Lender may not be increased, reduced or forgiven, in each case without the consent of such Defaulting Lender, the Administrative Agent and the Borrower; provided that any payments made with respect to such increase in such Revolving Credit Commitment shall not be subject to Sections 5.11 or 12.7 with respect to any Defaulting Lender; (c) if any Swing Line Exposure or L/C Obligations exists at the time a Revolving Credit Lender becomes a Defaulting Lender then: (i) all or any part of such Swing Line Exposure and L/C Obligations shall automatically be reallocated among the Revolving Credit Lenders which are non-Defaulting Lenders in accordance with their respective Revolving Credit Percentages but only to the extent the Revolving Credit Commitment of any non-Defaulting Lender is not exceeded by such Lender’s Revolving Extensions of Credit (and any participations therein); (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 (x) first, prepay such Swing Line Exposure of such Defaulting Lender (after giving effect to any partial reallocation pursuant to clause (i) above) and (y) second, if requested by the Issuing Lender, cash collateralize such Defaulting Lender’s L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 10 for so long as applicablesuch L/C Obligations are outstanding or until such Lender ceases to be a Defaulting Lender pursuant to Section 5.20(f); (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Obligations pursuant to this Section 5.20(c), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 4.3 with respect to such Defaulting Lender’s L/C Obligations during the period such Defaulting Lender’s L/C Obligations are cash collateralized; provided that, for the avoidance of doubt, any such fees under Section 4.3 that accrued with respect to such Defaulting Lender’s L/C Obligations during the period prior to the time such Revolving Credit Lender became a Defaulting Lender and that remain unpaid shall still be due and payable to such Defaulting Lender to the extent that such fee was otherwise due and payable by the Borrower prior to such time; (iv) if the L/C Obligations of the non-Defaulting Lenders are reallocated pursuant to this Section 5.20(c), then the fees payable to the Lenders pursuant to Section 5.2(a) and Section 4.3 shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Credit Percentages; or (v) if any Defaulting Lender’s L/C Obligations are neither cash collateralized nor reallocated pursuant to this Section 5.20(c), then, without prejudice to any rights or remedies of the Issuing Lender or any 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 Revolving Credit Commitment that was utilized by such L/C Obligations) and letter of credit fees payable under Section 4.3 with respect to such Defaulting Lender’s L/C Obligations shall be payable to the Issuing Lender until such L/C Obligations are cash collateralized and/or reallocated; (d) so long as any Revolving Credit Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing Line Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, if the reallocation described in clause (c)(i) cannot or can only partially be effected and/or, if requested by the Issuing Lender, cash collateral will be provided by the Borrower in accordance with Section 5.20(c), and participating interests in any such newly issued or increased Letter of Credit or newly made Swing Line Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 5.20(c)(i) (and Defaulting Lenders shall not participate therein); and (de) the Borrowers may replace so long as any Lender is a Defaulting Lender, 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 12.7 but excluding Section 5.17) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Lender or Swing Line Lender hereunder; third, if such Defaulting Lender is a Revolving Credit Lender and so determined by the Administrative Agent or requested by the applicable Issuing Lender, to be held as cash collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no 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 reasonably determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of such Defaulting Lender to fund Loans under this Agreement and (y) be held as cash collateral for funding obligations of such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.214; sixth, to the payment of any amounts owing to the Lenders or an Issuing Lender or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or such Issuing Lender or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, 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 that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or drawings under Letters of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or drawings under Letters of Credit were made at a time when the conditions set forth in Section 7.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and drawings under Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or drawings under Letters of Credit owed to, that Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 5.20(c)(i). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 5.20(e)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (f) In the event that the Administrative Agent determines Agent, the Borrower, the Issuing Lender and the Swing Line Lender (as applicable) each agrees in writing that a Defaulting Lender which is a Revolving Credit Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages Swing Line Exposure and L/C Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Line Loans) or take such other actions as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage Revolving Credit Percentage, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 fees, or interest at the default rate of interest set forth in Section 5.8(c), accrued or payments made by or on behalf of the Borrowers Borrower while such 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 Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding (a) If at any provision of this Agreement to the contrary, if time any Lender becomes a Defaulting Lender, then the following Borrower may, on ten (10) Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.02(a) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person. (b) Any Lender being replaced pursuant to Section 2.26(a) shall (i) execute and deliver an Assignment and Acceptance with respect to such Lender's outstanding Commitments, Loans and participations in Letters of Credit, and (ii) deliver any documentation evidencing such Loans to the Borrower or the Administrative Agent. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender's outstanding Commitments, Loans and participations in Letters of Credit, (B) all obligations of the Borrower owing to the assigning Lender relating to the Commitments, Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate documentation executed by the Borrower in connection with previous Borrowings, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Commitments, Loans and participations, except with respect to indemnification provisions under this Agreement, which shall apply for survive as to such assigning Lender; provided that an assignment contemplated by this Section 2.26(b) shall become effective notwithstanding the failure by the Lender being replaced to deliver the Assignment and Acceptance contemplated by this Section 2.26(b), so long as such the other actions specified in this Section 2.26(b) shall have been taken. (c) Anything herein to the contrary notwithstanding, if a Revolving Lender is becomes, and during the period it remains, a Defaulting Lender: , during such period, such Defaulting Lender shall not be entitled to any fees accruing during such period pursuant to Section 2.20(a) and 2.21 (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees), provided that (a) Unused Fees shall cease to accrue on the unfunded extent that all or a portion of the Commitment LC Exposure of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.04(b2.26(d)(i). , such fees that would have accrued for the benefit of such Defaulting Lender shall instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Commitments, and (b) to the extent that all or any portion of such LC Exposure that cannot be so reallocated such fees shall instead accrue for the benefit of and be payable to the Issuing Lenders as their interests appear (and the applicable pro rata payment provisions under this Agreement shall automatically be deemed adjusted to reflect the provisions of this Section). (d) If any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then: (i) the LC Exposure of such Defaulting Lender will, upon notice by the Administrative Agent, and subject in any event to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Commitments; provided that (A) the Revolving Extensions of Credit of each such Non-Defaulting Lender may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation, (B) such reallocation will not constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Collateral Trustee, the Issuing Lenders or any other Lender may have against such Defaulting Lender, and (C) neither such reallocation nor any payment by a Non-Defaulting Lender as a result thereof will cause such Defaulting Lender to be a Non-Defaulting Lender; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender's LC Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than 3 Business Days after demand by the Administrative Agent, (A) Cash Collateralize the obligations of the Borrower to the Issuing Lenders in respect of such LC Exposure in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or (B) make other arrangements satisfactory to the Administrative Agent and the Issuing Lenders in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender. (e) In addition to the other conditions precedent set forth in this Agreement, if any Revolving Lender becomes, and during the period it remains, a Defaulting Lender, no Issuing Lender shall be required to issue any Letter of Credit or to amend any outstanding Letter of Credit, unless: (i) in the case of a Defaulting Lender, the LC Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit, to the Non-Defaulting Lenders as provided in Section 2.26(d)(i), and (ii) to the extent full reallocation does not occur as provided in clause (i) above, without limiting the provisions of Section 2.26(f), the Borrower Cash Collateralizes the obligations of the Borrower in respect of such Letter of Credit in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit, or makes other arrangements satisfactory to the Administrative Agent and such Issuing Lenders in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender, or (iii) to the extent that neither reallocation nor Cash Collateralization occurs pursuant to clauses (i) or (ii), then in the case of a proposed issuance of a Letter of Credit, by an instrument or instruments in form and substance satisfactory to the Administrative Agent, and to such Issuing Lender, as the case may be, (A) the Borrower agrees that the face amount of such requested Letter of Credit will be reduced by an amount equal to the portion thereof as to which such Defaulting Lender would otherwise be liable, and (B) the Non-Defaulting Lenders confirm, in their discretion, that their obligations in respect of such Letter of Credit shall be on a pro rata basis in accordance with the Revolving Commitments of the Non-Defaulting Lenders, and that the applicable pro rata payment provisions under this Agreement will be deemed adjusted to reflect this provision (provided that nothing in this clause (iii) will be deemed to increase the Revolving Commitments of any Lender, nor to constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Lender or any other Lender may have against such Defaulting Lender, nor to cause such Defaulting Lender to be a Non-Defaulting Lender). (f) If any Lender becomes, and during the period it remains, a Defaulting Lender, if any Letter of Credit is at the time outstanding, the applicable Issuing Lender may (except, in the case of a Defaulting Lender, to the extent the Revolving Commitments have been reallocated pursuant to Section 2.26(d)(i)), by notice to the Borrower and such Defaulting Lender through the Administrative Agent, require the Borrower to Cash Collateralize the obligations of the Borrower to such Issuing Lender in respect of such Letter of Credit in amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender in respect thereof, or to make other arrangements satisfactory to the Administrative Agent and such Issuing Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender. (g) Any amount paid by the Borrowers Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will shall instead be retained by the Administrative Agent in a segregated, non-interest bearing segregated account until (subject to Section 2.26(i)) the occurrence termination of the Final Collection DateRevolving Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: First to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent and the Collateral Trustee, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Lenders under this Agreement, third to the payment of the default interest and then current interest due and payable to the Revolving Lenders which are Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after which such amount shall be used the termination of the Revolving Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct;. (bh) The Borrower may terminate the unused portion amount of the Commitment of such any Lender that is a Defaulting Lender may be reduced upon not less than 10 Business Days' prior notice to zero without any contemporaneous ratable reduction the Administrative Agent (which shall promptly notify the Revolving Lenders thereof), and in such event the provisions of Section 2.26(g) will apply to all amounts thereafter paid by the Commitments of Borrower for the other Lenders; (c) neither the Commitment nor the Loans account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that (i) no Event of Default shall have occurred and be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder continuing and the Defaulting Lender (ii) such termination shall not be included in determining whether all Lenders have taken deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Collateral Trustee, any Issuing Lender, or any Lender may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of against such Defaulting Lender, as applicable; and. (di) If the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that Borrower, the Administrative Agent determines and the Issuing Lenders agree in writing that a Revolving 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, the Administrative Agent will so notify the Revolving Lenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then (x) held in the Lender Percentages shall be readjusted segregated account referred to reflect the inclusion of in Section 2.26(g), such Lender’s Commitment and on such date such Revolving Lender shall purchase at par such portions of the outstanding Revolving Loans of the other Lenders Revolving Lenders, and/or make such other adjustments, as the Administrative Agent and the Lenders shall may determine may to be necessary in order for such Lender to cause the Revolving Lenders to hold such Revolving Loans on a pro rata basis in accordance with its Lender Percentage their respective Revolving Commitments, whereupon such Revolving Lender will shall cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and (y) the provisions LC Exposure of clauses (a) through (d) above shall, from and after such determination, cease each Revolving Lender shall automatically be adjusted on a prospective basis to be of further force or effect with respect to such Lenderreflect the foregoing); provided that no adjustments will shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Revolving Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will shall constitute a waiver or release of any claim of any party hereunder arising from such Lender Revolving Lender's having been a Defaulting Lender. (j) The Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.05.

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) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender shall not be entitled to receive any commitment fee pursuant to Section 2.04(b). Any amount paid by the Borrowers 2.09(a) for the account of any period during which it is a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will and the Company shall not be required to pay any such fee that would otherwise have been required to have been paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct); (b) the unused portion of the Commitment Commitments and Credit Exposures of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 10.019.02); provided, except that (i) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or other modification requiring the consent of all Lenders which or each affected Lender that by its terms affects such any Defaulting Lender differently more adversely than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (dc) with respect to any Several Letter of Credit and/or the Borrowers may replace L/C Obligations under the applicable Tranche of such Defaulting Lender with respect thereto, (i) such Defaulting Lender shall not be entitled to receive any Letter of Credit fee pursuant to Section 2.09(b) for any period during which it is a Defaulting Lender (and (except as provided in clause (c)(iii) below) the Company shall not be required to pay any such fee that would otherwise have been required to have been paid to such Defaulting Lender); (ii) subject to the condition that no Default has occurred and is continuing, with respect to any Several Letter of Credit outstanding at the time such Lender becomes a Defaulting Lender (other than any Several Letter of Credit with respect to which another Lender has agreed to act as the Limited Fronting Lender for such Defaulting Lender), with the consent of the beneficiary thereunder to the extent required by the terms thereof or under applicable Law, (i) all or any portion of the L/C Obligations held by such Defaulting Lender under the applicable Tranche shall be reallocated among the Non-Defaulting Lenders in accordance with Section 2.21. In their respective NAIC Tranche Applicable Percentages or Non-NAIC Tranche Applicable Percentages, as the event case may be, but only to the extent that (A) the Administrative Agent determines that a sum of the aggregate NAIC Tranche Credit Exposure or Non-NAIC Tranche Credit Exposure, as the case may be, of Non-Defaulting Lenders plus the Outstanding Amount of the L/C Obligations held by such Defaulting Lender has adequately remedied all matters under such Tranche shall not exceed the total NAIC Tranche Commitments or Non-NAIC Tranche Commitments, as the case may be, of the Non-Defaulting Lenders (except as provided in Section 2.20(k) for Limited Fronting Lenders) and (B) the aggregate NAIC Tranche Credit Exposure or Non-NAIC Tranche Credit Exposure, as the case may be, of each Non-Defaulting Lender under such Tranche shall not exceed the respective NAIC Tranche Commitment or Non-NAIC Tranche Commitment of such Non-Defaulting Lender (except as provided in Section 2.20(k) if such Non-Defaulting Lender is a Limited Fronting Lender) and (ii) each such Several Letter of Credit shall be amended to specify the Non-Defaulting Lenders that caused are parties to such Several Letter of Credit, after giving effect to such event, and such Non-Defaulting Lenders’ respective NAIC Tranche Applicable Percentages or Non-NAIC Tranche Applicable Percentages with respect thereto as of the effective date of such amendment (and, notwithstanding anything herein to the contrary, such Defaulting Lender shall have no obligation under each such Several Letter of Credit to the extent such L/C Obligations in respect thereof are so allocated); (iii) if the L/C Obligations held by the Non-Defaulting Lenders under the applicable Tranche are reallocated with respect to any Several Letter of Credit pursuant to clause (c)(ii) above, then the Letter of Credit fees payable to the Lenders with respect to such Several Letter of Credit pursuant to Section 2.09(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ respective NAIC Tranche Applicable Percentages or Non-NAIC Tranche Applicable Percentages; and (iv) so long as such Lender to be remains a Defaulting Lender, then (x) the Lender Percentages L/C Obligations of the Lenders under such Tranche in respect of any Several Letter of Credit requested to be issued hereunder shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a allocated among Non-Defaulting Lender and Lenders in a manner consistent with clause (y) the provisions of clauses (a) through (dc)(ii) above shall(and, from and after notwithstanding anything herein to the contrary, such determination, cease to be Defaulting Lender shall have no obligation under each such Several Letter 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except Credit to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting LenderL/C Obligations in respect thereof are so allocated).

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) Unused Fees fees shall cease to accrue on the unfunded undrawn portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b2.09(a). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct;. (b) the unused portion of the Commitment and Aggregate Exposure of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.019.01); provided, provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and. (dc) the Borrowers may replace 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 accordance with Section 2.21lieu 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. In the event that the Administrative Agent determines and the Borrower 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”, as applicable, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such portion of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans ratably in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lenderrespective Commitment.

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: (ai) Unused Fees The obligation of any Lender to make any Loan hereunder shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid not be affected by the Borrowers failure of any other Lender to make any Loan under this Agreement, and no Lender shall have any liability to the Borrower or any of its Subsidiaries, the Administrative Agent, any other Lender, or any other Person for the account of another Lender’s failure to make any loan or Loan hereunder. (ii) If any Lender shall become a Defaulting Lender under this Agreement (whether on account of principalLender, interest, fees, indemnity payments or other amounts) will not be paid or distributed to then such Defaulting Lender’s right to participate in the administration of the loans, but will instead be retained this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to suspended for the entire period that such Lender remains a Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) and the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the stated commitment amounts and outstanding Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders, the Required Lenders (or any class thereof) or the Majority Lenders (or any class thereof), as the case may be, have taken or may have taken take any action hereunder (including, in each casewithout limitation, any consent action to approve any consent, waiver or amendment to this Agreement or waiver pursuant to Section 10.01the other Loan Documents); provided, however, that any the foregoing shall not permit (A) an increase in such Defaulting Lender’s stated commitment amounts, (B) the waiver, amendment forgiveness or reduction of the principal amount of any Obligations outstanding to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (C) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or other extensions of credit or other obligations of the Borrower owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent, (D) any other modification requiring which under Section 12.02 requires the consent of all Lenders or Lender(s) affected thereby which affects such the Defaulting Lender differently than the Non-Defaulting Lenders affected by such modification, other affected Lenders than a change to or Lenders shall require waiver of the consent requirements of Section 4.01(b) which results in a reduction of the Defaulting Lender’s commitment or its share of the Obligations on a non pro-rata basis. (iii) All or any part of such Defaulting Lender, as applicable; and (d) ’s participation in Letter of Credit Obligations and Swing Line Loans shall be reallocated among the Borrowers may replace such Non-Defaulting Lender Lenders in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused their respective Applicable Revolving Credit Percentages (calculated without regard to such Lender to be a Defaulting Lender, then (x’s Commitment) but only to the Lender Percentages shall be readjusted to reflect extent that such reallocation does not cause the inclusion aggregate Revolving Credit Exposure of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a any Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after to exceed 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from such that Lender having been 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. (iv) To the extent and for so long as a Lender remains a Defaulting Lender and notwithstanding the provisions of Section 4.01(b), the Administrative Agent shall be entitled, without limitation, (A) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the Defaulting Lender shall be delinquent or otherwise in default to the Administrative Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document, (B) if the amount of Loans made by such Defaulting Lender is less than its Applicable Revolving Credit Percentage, as the case may be, requires, apply payments of principal made by the Borrower amongst the Non-Defaulting Lenders on a pro rata basis until all outstanding Loans are held by all Lenders according to their respective Applicable Revolving Credit Percentages, and (C) to bring an action or other proceeding, in law or equity, against such Defaulting Lender in a court of competent jurisdiction to recover the delinquent amounts, and any related interest. Performance by the Borrower of its obligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified as a result of the operation of this Section, except to the extent expressly set forth herein and in any event the Borrower shall not be required to pay any Commitment Fee under Section 3.04(a) of this Agreement in respect of such Defaulting Lender’s Unfunded Portion for the period during which such Lender is a Defaulting Lender. Furthermore, the rights and remedies of the Borrower, the Administrative Agent, the Issuing Banks, the Swing Line Lender and the other Lenders against a Defaulting Lender under this section shall be in addition to any other rights and remedies such parties may have against the Defaulting Lender under this Agreement or any of the other Loan Documents, applicable law or otherwise, and the Borrower waives no rights or remedies against any 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) the Unused Fees Commitment Fee payable pursuant to Subsection 2.9.1 (Unused Commitment Fees) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Requisite Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.0111.5 (Amendments, Waivers and Consents)); providedprovided that except as expressly provided otherwise and except as a result of such Defaulting Lender having a greater or lesser Commitment than other affected Lenders, that any waiver, amendment or modification requiring that reduces the principal amount due to t he Defaulting Lender or extends any scheduled principal payment due to the Defaulting Lender or increases the Commitment of the Defaulting Lender shall require its consent to the same extent as if it were not a Defaulting Lender; (c) so long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of all Credit, unless it is satisfied that 100% of the related exposure will be covered by the Commitments of the non-Defaulting Lenders which affects and/or cash collateral will be provided by the U.S. Borrower in accordance with Section 3.1.9 (Cash Collateral Account), satisfactory to such Issuing Bank; (d) any amount payable to such Defaulting Lender differently than other affected hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender, but excluding Section 2.15.2 (Replacement of Lenders)) shall, in lieu of being distributed to such Defaulting Lender, be retained by the 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 Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to each Issuing Bank hereunder, (iii) third, if so determined by the Agent or requested by any Issuing Bank, to be held in such account as cash collateral for future funding obligations of the Defaulting Lender of any participating interest in any Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent, (v) fifth, if so determined by the Agent, held in such account as cash collateral for future funding obligations of the Defaulting Lender of any Loans under this Agreement, (vi) sixth, to the payment of any amounts owing to the Lenders or Lenders shall require the consent any Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or such Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh, to the payment of any amounts owing to a Borrower as applicablea result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; (e) The Agent may, (but only with the consent of the U.S. Borrower (not to be unreasonably withheld or delayed) so long as no Default or Event of Default shall then have occurred and be continuing) without the consent of any Lenders, reduce the amount of the Defaulting Lender’s Commitment from time to time (but not below the amount of its outstanding Loans) without making a pro rata reduction; and (df) an Issuing Bank may issue Letters of Credit in amounts that exclude the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such amount of the Loans Commitment of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a any Defaulting Lender and will be a Non-may seek reimbursement from Lenders in such amounts as reflect the pro rata Commitments of the Lenders other than Defaulting Lender and (y) Lenders as if the Defaulting Lenders were not Lenders hereunder. Any or all of the provisions of clauses (a) through (d) above shall, from and after such determination, cease to this Section 2.16 may 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 utilized in the discretion of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting LenderAgent.

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) Unused Commitment Fees shall cease to accrue from and after the time such Lender becomes a Defaulting Lender on the unfunded undrawn portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b2.11(a). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders[Intentionally Omitted]; (c) neither the outstanding Commitment nor the Loans and Loans, if any, of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder under this Agreement (including, in each case, including any consent to any amendment amendment, waiver or waiver modification pursuant to Section 10.0110.02); provided, provided that any waiveramendment, amendment waiver or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or that would (i) change the percentage of Commitments or of the aggregate unpaid principal amount of the Loans, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (ii) amend this Section 2.21 or Section 10.02 in a manner which affects such Defaulting Lender differently than other Lenders and is adverse to such Defaulting Lender, (iii) increase or extend the Commitment of such Defaulting Lender or subject such Defaulting Lender to any additional obligations (it being understood that any amendment, waiver or consent in respect of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase or extension of the Commitment of any Lender or an additional obligation of any Lender), (iv) reduce the principal of the Loans made by such Defaulting Lender or (v) postpone the scheduled date for any payment of principal of, or interest on, the Loans made by such Defaulting Lender, shall in each case require the consent of such Defaulting Lender, as applicable; andLender (which consent shall be deemed to have been given if such Defaulting Lender fails to respond to a written request for such consent within 30 days after receipt of such written request); (d) the Borrowers may replace such Defaulting Lender [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) in accordance with Section 2.21. In the event that the Administrative Agent determines and the Borrower each agree (acting reasonably) that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Defaulting Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Defaulting Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and share of the outstanding Commitments at the time; (yg) the provisions operation of clauses any provision of this Section 2.21, will not (ai) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim the Borrower, the Administrative Agent or any other Lender may have against such Defaulting Lender, or (except with respect to clause (f) above) cause such Defaulting Lender to be a Non-Defaulting Lender, or (ii) except as expressly provided in this Section 2.21, excuse or otherwise modify the performance by the Borrower of its obligations under this Agreement and the other Loan Documents; and (h) anything herein to the contrary notwithstanding, the Borrower may (i) require such Lender to assign and delegate all its interests, rights and obligations under the Loan Documents in accordance with Section 2.18(b) or (ii) terminate the unused amount of the Commitment of a Defaulting Lender on a non-pro rata basis upon notice to the Administrative Agent (which shall promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any party hereunder arising from claim the Borrower, the Administrative Agent or any Lender may have against such Lender having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes upon a Lender’s becoming a Defaulting Lender, then and upon notice to such effect by the Administrative Agent to the other Lenders, the Swingline Bank and the Borrower (which notice shall be given promptly after the Administrative Agent becomes aware that any Lender has become a Defaulting Lender, including as a result of being advised thereof by any Lender, any Issuing Bank, the Swingline Bank or the Borrower) the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) Unused Fees the commitment fee payable pursuant to Section 5.1 shall cease to accrue on the unfunded portion of the Unused Commitment of such Defaulting Lender, and no portion of any Loan repaid after a Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of becomes, and while it remains, a Defaulting Lender under this Agreement (whether on account shall thereafter be deemed or considered a portion of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct’s Unused Commitment; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans and Credit Exposure of such Defaulting Lender shall not be included in determining whether all the Majority Lenders or all of the 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 may have taken any action hereunder (including, in each case, including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 10.0113.17); provided, provided that any waiver, amendment or modification requiring that increases the consent Commitment of all Lenders which affects such the Defaulting Lender differently than other affected Lenders or Lenders shall require reduces the consent of such principal amount due to the Defaulting Lender, or interest payable on, Loans or payments made by an Issuing Bank under a Letter of Credit, or extends any scheduled principal payment due to the Defaulting Lender shall require its consent to the same extent as applicable; andif it were not a Defaulting Lender; (dc) if any Swingline Loans are outstanding or any LC Exposure exists at the Borrowers may replace such Defaulting time a Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be is a Defaulting Lender, then then: (i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with such non-Defaulting Lenders’ respective Pro Rata Percentages (for the purposes of such reallocation, the Defaulting Lender’s Commitment shall be disregarded from the Total Commitments in determining such non-Defaulting Lender’s Pro Rata Percentage) but only to the extent (x) the Lender Percentages shall be readjusted to reflect the inclusion sum of such all non-Defaulting Lender’s Commitment Credit Exposures plus such Defaulting Lender’s Swingline Exposure and on such date such Lender shall purchase at par such LC Exposure does not exceed the total of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Nonall non-Defaulting Lender Lenders’ Commitments and (y) the provisions of clauses conditions set forth in Section 8.3(a) are satisfied at such time; (aii) through if the reallocation described in clause (dc)(i) above shallcannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following the Borrower’s receipt of notice from and after the Administrative Agent (x) first, prepay such determination, cease outstanding Swingline Exposure of such Defaulting Lender (without obligation to be prepay the Swingline Exposure 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 Borrowers while such Lender was a any non-Defaulting Lender; provided) and (y) second, furthercash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (c)(i) above) in accordance with the procedures set forth in Section 11.2 (and the cash so deposited shall be held, that except to the extent otherwise expressly agreed invested and applied by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute Administrative Agent in a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.manner consistent with the investment and other procedures described in

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) Unused Fees fees shall cease to accrue on the unfunded portion of the Loan Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct2.08; (b) (x) the unused portion of the Loan Commitment and outstanding New Term Loans (if any) of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders the Required Banks have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 10.0112.02) and (y) notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders); provided, that (i) such Defaulting Lender’s Loan Commitment may not be increased or extended without its consent; and; (ii) the principal amount of, or interest or fees payable on, Loans or Letters of Credit 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) any waiver, amendment or modification requiring the consent of all Lenders which Banks or each affected Bank that by its terms affects such any Defaulting Lender differently more adversely than other affected Lenders or Lenders Banks shall require the written consent of such Defaulting Lender; (c) if any Letters of Credit are outstanding at the time such Bank becomes a Defaulting Lender then: (1) all or any part of such Defaulting Lender’s Pro Rata Share of such Letters of Credit shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Shares but only (x) to the extent (A) the sum of all non-Defaulting Lenders’ Pro Rata Shares of Loans and Letters of Credit plus such Defaulting Lender’s Pro Rata Share of Letters of Credit does not exceed (B) the total of all non-Defaulting Lenders’ Loan Commitments and (y) if the conditions set forth in Sections 4.02(1) and (2) are satisfied at such time; (2) to the extent the reallocation described in clause (1) above cannot be effected, Borrower shall within one Banking Day following notice by the Administrative Agent, cash collateralize for the benefit of the Fronting Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s Pro Rata Share of the Letters of Credit (after giving effect to any partial reallocation pursuant to clause (1) above) in accordance with the procedures set forth in Section 2.17(e) for so long as such Letters of Credit are outstanding or until such time and to the extent that, as applicablea result of the paydown of the Loans, the reallocation described in clause (1) above can be effected; (3) if Borrower cash collateralizes any portion of such Defaulting Lender’s Pro Rata Share of the Letters of Credit pursuant to clause (2) above, Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.17(g) with respect to such Defaulting Lender’s Pro Rata Share of the Letters of Credit during the period such Defaulting Lender’s Pro Rata Share of the Letters of Credit is cash collateralized; (4) if the Pro Rata Shares of the non-Defaulting Lenders are reallocated pursuant to clause (1) above, then the fees payable to the Banks pursuant to Section 2.08 and Section 2.17(g) shall be adjusted in accordance with such non-Defaulting Lenders’ reallocated Pro Rata Shares; (5) if all or any portion of such Defaulting Lender’s Pro Rata Share of outstanding Letters of Credit is neither reallocated nor cash collateralized pursuant to clause (1) or (2) above, then, without prejudice to any rights or remedies of the Fronting Bank or any other Bank hereunder, all facility feesFacility Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Loan Commitment that was utilized by such Pro Rata Share of the outstanding Letters of Credit) and letter of credit fees payable under Section 2.17(g) with respect to such Defaulting Lender’s Pro Rata Share of the outstanding Letters of Credit shall be payable to the Fronting Bank until and to the extent that such Pro Rata Share is reallocated and/or cash collateralized; and (6) so long as such Bank is a Defaulting Lender, the Fronting Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Pro Rata Share of outstanding Letters of Credit will be 100% covered by the Loan Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 12.20(c)(2), 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 12.20(c)(1) (and such Defaulting Lender shall not participate therein); and (d) any payment of principal, interest, fees or other amounts received by the Borrowers Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may replace be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Fronting Bank hereunder; third, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Banks or the Fronting Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank or the Fronting Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement obligations with respect to Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 2.214.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and reimbursement obligations with respect to Letters of Credit owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or reimbursement obligations with respect to Letters of Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure are held by the Banks pro rata in accordance with the Loan Commitments without giving effect to clause (c) above. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Bank irrevocably consents hereto. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Parent of any Bank shall occur following the date hereof and for so long as such event shall continue or (ii) the Fronting Bank has a good faith belief that any Bank has defaulted in fulfilling its obligations under one or more other agreements in which such bank commits to extend credit, the Fronting Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Fronting Bank (x) shall have entered into arrangements with Borrower or such Bank, satisfactory to the Fronting Bank to defease any risk to it in respect of such Bank hereunder, or (y) is satisfied that the related exposure and such Bank’s then outstanding Pro Rata Share of outstanding Letters of Credit will be 100% covered by the Loan Commitments of the other Banks and/or cash collateral will be provided by the Borrower in accordance with Section 12.20(c)(2), and participating interests in any newly issued or increased Letter of Credit shall be allocated among the other Banks in a manner consistent with Section 12.20(c)(1) (and such Bank shall not participate therein). In the event that the Administrative Agent determines Agent, the Borrower, and the Fronting Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender Bank to be a Defaulting Lender, then (x) such Bank shall thereupon cease to be a Defaulting Lender and the Lender Percentages Pro Rata Shares of the Banks with respect to the outstanding Letters of Credit shall be readjusted to reflect the inclusion of such LenderBank’s Loan Commitment and on such date such Lender Bank shall purchase at par such of the Loans of the other Lenders Banks as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender Bank to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease Pro Rata Share and cash collateral under Section 12.20(c)(3) to be redelivered to the Borrower. In the event that a Bank shall become a Defaulting Lender Lender, then, provided that no Event of Default shall have occurred and will be a Non-Defaulting Lender outstanding, and (y) subject to the provisions of clauses (a) through (d) above shallapplicable law, from and after for so long as 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 Borrowers while such Lender was Bank shall remain a Defaulting Lender; provided, further, that except Borrower shall have the right to the extent otherwise expressly agreed by the affected parties, no change hereunder from replace such Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release as though it were an Affected Bank, in accordance with the provisions of any claim of any party hereunder arising from such Lender having been a Defaulting LenderSection 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) Unused Fees fees shall cease to accrue on the unfunded portion of the Revolving Credit Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct;4.1; and (b) the unused portion of the Revolving Credit Commitment and Revolving Credit Exposure of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.0112.1); provided, provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender; provided, as applicable; and further, that this clause (db) shall not permit (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the Borrowers may replace waiver, forgiveness or reduction of the principal amount of any Indebtedness outstanding to such Defaulting Lender or (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or other extensions of credit or other obligations of the Borrower owing to such Defaulting Lender, or the extension of any commitment to lend beyond the stated termination date of such commitment, in accordance with Section 2.21each case without such Defaulting Lender’s consent. In the event that the Administrative Agent determines and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting LenderRevolving Credit Commitment Percentage.

Defaulting Lenders. (A) If any amount described in Subsection 2.4, Subsection 2.5 or in Subsection 2.19(F) hereof is not made available to Agent by a Lender (such Lender being hereinafter referred to as a "Defaulting Lender") and Agent has made such amount available to Borrower or the Issuing Bank, as applicable, Agent shall be entitled to recover such amount on demand from such Defaulting Lender together with interest as hereinafter provided. If such Defaulting Lender does not pay such amount forthwith upon Agent's demand therefor, Agent shall promptly notify Borrower and Borrower shall immediately (but in no event later than five Business Days after such demand) pay such amount to Agent together with the amounts provided for in the immediately succeeding sentence. Agent shall also be entitled to recover from such Defaulting Lender and/or Borrower, as the case may be, (x) interest on such amount in respect of each day from the date such corresponding amount was made available by Agent to Borrower to the date such amount is recovered by Agent, at a rate per annum equal to either (i) if paid by such Defaulting Lender, the overnight Federal Funds Rate or (ii) if paid by Borrower, the then applicable rate of interest, calculated in accordance with Subsection 2.20(A) hereof, plus (y) in each case, an amount equal to any costs (including legal expenses) and losses incurred as a result of the failure of such Defaulting Lender to provide such amount as provided in this Agreement. Nothing herein shall be deemed to relieve any Lender from its duty to fulfill its obligations hereunder or to prejudice any rights which Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by Borrower under clause (y) above on account of such Defaulting Lender's default. (B) The failure of any Lender to make the Loans to be made by it as part of any Advance or fund its participation in any drawing under a Letter of Credit shall not relieve any other Lender of its obligation, if any, hereunder to make its Loans on the date of such Advance or fund its participation in any drawing under any Letter of Credit, but no Lender shall be responsible for the failure of any other Lender to make its Loans to be made by such other Lender on the date of any Advance or to fund any Lender's participation in any drawing under a Letter of Credit. (C) Notwithstanding any provision of this Agreement anything contained herein to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such any Lender is a Defaulting Lender: (a) Unused Fees Lender or has rejected its Revolving Credit Commitment, Agent shall cease not be obligated to accrue on transfer to such Lender any payments made by Borrower to Agent for the unfunded portion of the Commitment benefit of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principalLender; and, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except entitled 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 sharing of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.payments pursuant to

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) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender shall not be entitled to receive any commitment fee pursuant to Section 2.04(b). Any amount paid by the Borrowers 2.09(a) for the account of any period during which it is a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will and the Company shall not be required to pay any such fee that would otherwise have been required to have been paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct); (b) the unused portion of the Commitment Commitments and Credit Exposures of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 10.019.02); provided, except that (i) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or other modification requiring the consent of all Lenders which or each affected Lender that by its terms affects such any Defaulting Lender differently more adversely than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (dc) with respect to any Several Letter of Credit and/or the Borrowers may replace L/C Obligations, (i) such Defaulting Lender shall not be entitled to receive any Letter of Credit fee pursuant to Section 2.09(b) for any period during which it is a Defaulting Lender (and (except as provided in clause (c)(iii) below) the Company shall not be required to pay any such fee that would otherwise have been required to have been paid to such Defaulting Lender); (ii) subject to the condition that no Default has occurred and is continuing, with respect to any Several Letter of Credit outstanding at the time such Lender becomes a Defaulting Lender (other than any Several Letter of Credit with respect to which another Xxxxxx has agreed to act as the Limited Fronting Lender for such Defaulting Lender), with the consent of the beneficiary thereunder to the extent required by the terms thereof or under applicable Law, (i) all or any portion of the L/C Obligations held by such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that (A) the sum of the aggregate Credit Exposure of Non-Defaulting Lenders plus the Outstanding Amount of the L/C Obligations held by such Defaulting Lender shall not exceed the total Commitments of the Non-Defaulting Lenders (except as provided in Section 2.212.20(k) for Limited Fronting Lenders) and (B) the aggregate Credit Exposure of each Non-Defaulting Lender shall not exceed the respective Commitment of such Non-Defaulting Lender (except as provided in Section 2.20(k) if such Non-Defaulting Lender is a Limited Fronting Lender) and (ii) each such Several Letter of Credit shall be amended to specify the Non-Defaulting Lenders that are parties to such Several Letter of Credit, after giving effect to such event, and such Non-Defaulting Lenders’ respective Applicable Percentages with respect thereto as of the effective date of such amendment (and, notwithstanding anything herein to the contrary, such Defaulting Lender shall have no obligation under each such Several Letter of Credit to the extent such L/C Obligations in respect thereof are so allocated); (iii) if the L/C Obligations held by the Non-Defaulting Lenders are reallocated with respect to any Several Letter of Credit pursuant to clause (c)(ii) above, then the Letter of Credit fees payable to the Lenders with respect to such Several Letter of Credit pursuant to Section 2.09(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ respective Applicable Percentages; and (iv) so long as such Lender remains a Defaulting Lender, the L/C Obligations of the Lenders in respect of any Several Letter of Credit requested to be issued hereunder shall be allocated among Non-Defaulting Lenders in a manner consistent with clause (c)(ii) above (and, notwithstanding anything herein to the contrary, such Defaulting Lender shall have no obligation under each such Several Letter of Credit to the extent such L/C Obligations in respect thereof are so allocated). In the event that the Administrative Agent, the Several L/C Agent determines and the Company each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date, (xA) to the Lender Percentages extent the L/C Obligations held by the Non-Defaulting Lenders were theretofore reallocated with respect to any Several Letter of Credit pursuant to clause (c)(ii) or (iv) above, all adjustments shall be readjusted made to such Several Letters of Credit consistent with Section 2.20(b)(iv) (including amendments to each such Several Letter of Credit and/or, if applicable, purchases at par by such Lender of the Unreimbursed Amounts then outstanding (if any) of the other Lenders thereunder) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such L/C Obligations in accordance with its respective Applicable Percentage; (B) if the L/C Obligations held by the Non-Defaulting Lenders were not theretofore reallocated with respect to such Several Letter of Credit pursuant to clause (c)(ii) above, but instead the face amount of any such Several Letter of Credit was increased or a new Several Letter of Credit was issued hereunder in favor of the beneficiary of such Several Letter of Credit in order to provide such beneficiary with an aggregate undrawn face amount of Letters of Credit from the Non-Defaulting Lenders in the amount required by such beneficiary, the amount of such Several Letter of Credit or new Several Letter of Credit shall be amended to decrease the amount thereof, or the Company shall arrange for such new Letter of Credit to be surrendered by such beneficiary to the Several L/C Agent, in order to reflect the inclusion of such LenderXxxxxx’s Commitment respective Commitment; and on such date (C) such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage Applicable Percentage, whereupon such Lender will cease to shall no longer be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a 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 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: (a) Unused Fees shall cease Such Defaulting Lender’s right to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant approve or disapprove any amendment, waiver or consent with respect to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement shall be restricted as set forth in Section 12.02. (whether on account of principal, interest, fees, indemnity payments or other amountsb) will The Administrative Agent shall not be paid or distributed obligated to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement transfer to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) any payments made by any Borrower to the unused portion of the Commitment of Administrative Agent for such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;Lender’s benefit. (c) neither the Commitment nor the Loans of Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall be included in determining whether all Lenders entitle the Borrowers to replace the Defaulting Lender with one or the Majority Lenders have taken or may take any action hereunder more substitute Lenders, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Defaulting Lender shall specify an effective date for such replacement, which date shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (includinglater than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium (including the Applicable Premium) or Lenders penalty of any kind whatsoever. If the Defaulting Lender shall require refuse or fail to execute and deliver any such Assignment and Acceptance prior to the consent effective date of such replacement, the Defaulting Lender, as applicable; andLender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Defaulting Lender shall be made in accordance with the terms of Section 12.07. (d) The operation of this Section shall not be construed to increase or otherwise affect the Commitments of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent or to the Lenders other than such Defaulting Lender. (e) This Section 4.04 shall remain effective with respect to such Lender until either (i) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the non-Defaulting Lenders, the Agents and the Borrowers may replace shall have waived such Defaulting Lender’s default in writing, and the Defaulting Lender makes its Pro Rata Share of the applicable defaulted Loans and pays to the Agents all amounts owing by such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lenderthereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; providedprovided further that, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender Lender’s having been a Defaulting Lender.

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) Unused Fees fees shall cease to accrue on the unfunded portion of the Loan Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct2.08; (b) (x) the unused portion of the Loan Commitment and outstanding New Term Loans (if any) of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders the Required Banks have taken or may have taken take any action hereunder (including, in each case, including any consent to any amendment amendment, waiver or waiver other modification pursuant to Section 10.0112.02) and (y) notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders); provided, that (i) such Defaulting Lender’s Loan Commitment may not be increased or extended without its consent; (ii) the principal amount of, or interest or fees payable on, Loans or Letters of Credit 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) any waiver, amendment or modification requiring the consent of all Lenders which Banks or each affected Bank that by its terms affects such any Defaulting Lender differently more adversely than other affected Lenders or Lenders Banks shall require the written consent of such Defaulting Lender; (c) if any Letters of Credit are outstanding at the time such Bank becomes a Defaulting Lender then: (1) all or any part of such Defaulting Lender’s Pro Rata Share of such Letters of Credit shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Shares but only (x) to the extent (A) the sum of all non-Defaulting Lenders’ Pro Rata Shares of Loans and Letters of Credit plus such Defaulting Lender’s Pro Rata Share of Letters of Credit does not exceed (B) the total of all non-Defaulting Lenders’ Loan Commitments and (y) if the conditions set forth in Sections 4.02(1) and (2) are satisfied at such time; (2) to the extent the reallocation described in clause (1) above cannot be effected, Borrower shall within one Banking Day following notice by the Administrative Agent, cash collateralize for the benefit of the Fronting Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s Pro Rata Share of the Letters of Credit (after giving effect to any partial reallocation pursuant to clause (1) above) in accordance with the procedures set forth in Section 2.17(e) for so long as such Letters of Credit are outstanding or until such time and to the extent that, as applicablea result of the paydown of the Loans, the reallocation described in clause (1) above can be effected; (3) if Borrower cash collateralizes any portion of such Defaulting Lender’s Pro Rata Share of the Letters of Credit pursuant to clause (2) above, Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.17(g) with respect to such Defaulting Lender’s Pro Rata Share of the Letters of Credit during the period such Defaulting Lender’s Pro Rata Share of the Letters of Credit is cash collateralized; (4) if the Pro Rata Shares of the non-Defaulting Lenders are reallocated pursuant to clause (1) above, then the fees payable to the Banks pursuant to Section 2.08 and Section 2.17(g) shall be adjusted in accordance with such non-Defaulting Lenders’ reallocated Pro Rata Shares; (5) if all or any portion of such Defaulting Lender’s Pro Rata Share of outstanding Letters of Credit is neither reallocated nor cash collateralized pursuant to clause (1) or (2) above, then, without prejudice to any rights or remedies of the Fronting Bank or any other Bank 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 Loan Commitment that was utilized by such Pro Rata Share of the outstanding Letters of Credit) and letter of credit fees payable under Section 2.17(g) with respect to such Defaulting Lender’s Pro Rata Share of the outstanding Letters of Credit shall be payable to the Fronting Bank until and to the extent that such Pro Rata Share is reallocated and/or cash collateralized; and (6) so long as such Bank is a Defaulting Lender, the Fronting Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Pro Rata Share of outstanding Letters of Credit will be 100% covered by the Loan Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 12.20(c)(2), 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 12.20(c)(1) (and such Defaulting Lender shall not participate therein); and (d) any payment of principal, interest, fees or other amounts received by the Borrowers Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may replace be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Fronting Bank hereunder; third, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Banks or the Fronting Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank or the Fronting Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement obligations with respect to Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 2.214.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and reimbursement obligations with respect to Letters of Credit owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or reimbursement obligations with respect to Letters of Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure are held by the Banks pro rata in accordance with the Loan Commitments without giving effect to clause (c) above. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Bank irrevocably consents hereto. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Parent of any Bank shall occur following the date hereof and for so long as such event shall continue or (ii) the Fronting Bank has a good faith belief that any Bank has defaulted in fulfilling its obligations under one or more other agreements in which such bank commits to extend credit, the Fronting Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Fronting Bank (x) shall have entered into arrangements with Borrower or such Bank, satisfactory to the Fronting Bank to defease any risk to it in respect of such Bank hereunder, or (y) is satisfied that the related exposure and such Bank’s then outstanding Pro Rata Share of outstanding Letters of Credit will be 100% covered by the Loan Commitments of the other Banks and/or cash collateral will be provided by the Borrower in accordance with Section 12.20(c)(2), and participating interests in any newly issued or increased Letter of Credit shall be allocated among the other Banks in a manner consistent with Section 12.20(c)(1) (and such Bank shall not participate therein). In the event that the Administrative Agent determines Agent, the Borrower, and the Fronting Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender Bank to be a Defaulting Lender, then (x) such Bank shall thereupon cease to be a Defaulting Lender and the Lender Percentages Pro Rata Shares of the Banks with respect to the outstanding Letters of Credit shall be readjusted to reflect the inclusion of such LenderBank’s Loan Commitment and on such date such Lender Bank shall purchase at par such of the Loans of the other Lenders Banks as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender Bank to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease Pro Rata Share and cash collateral under Section 12.20(c)(3) to be redelivered to the Borrower. In the event that a Bank shall become a Defaulting Lender Lender, then, provided that no Event of Default shall have occurred and will be a Non-Defaulting Lender outstanding, and (y) subject to the provisions of clauses (a) through (d) above shallapplicable law, from and after for so long as 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 Borrowers while such Lender was Bank shall remain a Defaulting Lender; provided, further, that except Borrower shall have the right to the extent otherwise expressly agreed by the affected parties, no change hereunder from replace such Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release as though it were an Affected Bank, in accordance with the provisions of any claim of any party hereunder arising from such Lender having been a Defaulting LenderSection 3.07.

Defaulting Lenders. Notwithstanding (a) A Lender that (i) fails to pay the Agent its Pro Rata Share of any provision Loans made available by the Agent on such Lender’s behalf, or (ii) fails to pay any other amount owing by it to the Agent hereunder, is a defaulting lender (a “Defaulting Lender”). The Agent may recover all such amounts owing by a Defaulting Lender on demand. (b) The failure of any Lender to fund its Pro Rata Share of any Borrowing shall not relieve any other Lender of its obligation to fund its Pro Rata Share of such Borrowing. Conversely, no Lender shall be responsible for the failure of another Lender to fund such other Lender’s Pro Rata Share of a Borrowing. (c) The Agent shall not be obligated to transfer to a Defaulting Lender any payments made by the Borrower to the Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Agent. The Agent may hold and, in its discretion, re-lend to the Borrower the amount of all such payments received or retained by it for the account of such Defaulting Lender. For purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a Lender and such Lender’s Commitment or Loans made by it, as applicable, for such purposes shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (i) the Defaulting Lender has paid all amounts required to be paid to the Agent hereunder, or (ii) the Required Lenders, the Agent and the Borrower shall have waived such Lender’s default in writing. The operation of this Agreement Section shall not be construed to increase or otherwise affect the Commitment of any Lender or to relieve or excuse the performance by the Borrower of its duties and obligations hereunder. (d) The Borrower may, by notice (a “Replacement Notice”) in writing to the contrary, if any Lender becomes Agent and a Defaulting Lender, then (i) request such Defaulting Lender to cooperate with the following provisions Borrower in obtaining a Replacement Lender for such Defaulting Lender; (ii) request the non-Defaulting Lenders to acquire and assume all or a portion of such Defaulting Lender’s Loans and Commitment, but none of such Lenders shall apply for so long as such be obligated to do so; or (iii) propose a Replacement Lender. If a Replacement Lender is shall be accepted by the Agent or one or more of the non-Defaulting Lenders shall agree to acquire and assume all or part of a Defaulting Lender: ’s Loans and Commitment, then such Defaulting Lender shall assign, in accordance with Section 11.7, all or part, as the case may be, of its Loans, Commitment, Revolving Credit Note and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Lender or non-Defaulting Lenders, as the case may be, in exchange for payment of the principal amount of the Loans so assigned and all interest and fees accrued on such amount so assigned; provided, however, that (ai) Unused Fees such assignment shall cease to accrue be on the unfunded portion terms and conditions set forth in Section 11.7, and (ii) prior to any such assignment, the Borrower shall have (A) paid to such Defaulting Lender all amounts properly demanded and theretofore unpaid by the Borrower under the second sentence of Section 2.2(e) (less costs and expenses incurred by the Borrower directly as a result of the actions of the Defaulting Lender in violation of this Agreement), and (B) paid to the Agent all amounts properly demanded and theretofore unpaid by the Borrower under Article IV. If the Replacement Lender and the non-Defaulting Lenders shall only be willing to acquire less than all of a Defaulting Lender’s outstanding Loans and Commitment, the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a shall not terminate, but shall be reduced proportionately, and such Defaulting Lender under this Agreement (whether on account shall continue to be a “Lender” hereunder with a reduced Commitment and Pro Rata Share. Upon the effective date of principalsuch assignment, interest, fees, indemnity payments or other amounts) will not be paid or distributed the Borrower shall issue replacement Revolving Credit Notes to such Replacement Lender, non-Defaulting Lenders and Defaulting Lender, but will instead be retained by as the Administrative Agent case may be, in a segregated, non-interest bearing account until exchange for the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment Revolving Credit Note of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of theretofore outstanding, and such Replacement Lender shall, if not already a Lender, become a “Lender” for all purposes under this Agreement and the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting LenderLoan Documents.

Defaulting Lenders. Notwithstanding No Defaulting Lender shall be entitled to receive any provision Commitment Fee pursuant to Section 2.08(a) for any period during which it is a Defaulting Lender (and the Borrowers shall not be required to pay any such Commitment Fee that would otherwise have been required to have been paid to such Defaulting Lender). No Defaulting Lender shall be entitled to receive any Letter of this Agreement Credit Fee pursuant to the contrary, if Section 2.03(i) for any Lender becomes period during which it is a Defaulting Lender, then the following provisions shall apply for so long as (i) if such Defaulting Lender is has become a Defaulting Lender: (a) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by clause (a) or (c) of the definition of “Defaulting Lender” or (ii) in respect of any Letter of Credit with respect to which the Borrowers for have provided Risk Participation Cash Collateral pursuant to Section 2.03(a)(iii)(H) (and in the account case of a Defaulting Lender under this Agreement clauses (whether on account of principali) and (ii), interest, fees, indemnity payments or other amounts) will the Borrowers shall not be required to pay any such Letter of Credit Fee that would otherwise have been required to be paid or distributed to such Defaulting Lender), but will instead be retained by except that, (A) in the Administrative Agent in case of a segregatedFronted Letter of Credit, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to if such Defaulting Lender has become a Defaulting Lender pursuant to clause (a) or as a court of competent jurisdiction may otherwise direct; (bc) the unused portion of the Commitment definition of “Defaulting Lender” and the Borrowers have not provided Risk Participation Cash Collateral pursuant to Section 2.03(a)(iii)(H) with respect to such Letter of Credit, then the Borrowers shall instead pay such Letter of Credit Fee to the Fronting L/C Issuer, and (B) in the case of a Several Letter of Credit, and whether or not the Borrowers have provided Risk Participation Cash Collateral pursuant to Section 2.03(a)(iii)(H) with respect to such Letter of Credit, (x) if Bank of America is the Limited Fronting Lender for such Defaulting Lender may be reduced with respect to zero without any contemporaneous ratable reduction such Letter of Credit, the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender Borrowers shall be included in determining whether all Lenders or required to pay to Bank of America a fee equal to 0.25% per annum on the 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 may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender actual daily maximum amount available to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion drawn under such Several Letter of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender Credit and (y) if another Lender is the provisions of clauses (a) through (d) above shall, from and after Limited Fronting Lender for such determination, cease to be of further force or effect Defaulting Lender 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 Several Letter of Credit, the Borrowers while shall pay to such Limited Fronting Lender was a Defaulting Lender; provided, further, that except such fee as the Borrowers may have agreed 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 pay in such Lender having been a Defaulting Lendercircumstance.

Defaulting Lenders. Notwithstanding (a) If at any provision of this Agreement to the contrary, if time any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender is a Defaulting Lender: by causing such Lender to (aand such Lender shall be obligated to) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender assign pursuant to Section 2.04(b). Any amount 10.02(b) (with the assignment fee to be paid by the Borrowers for the account Borrower in such instance) all of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing its rights and obligations under this Agreement to such Defaulting one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or as a court of competent jurisdiction may otherwise direct;other such Person. (b) the unused portion of the Commitment of such Defaulting Any Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (including, in each case, any consent to any amendment or waiver being replaced pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d2.26(a) above shall, from shall (i) execute and after such determination, cease to be of further force or effect deliver an Assignment and Acceptance with respect to such Lender; provided that no adjustments will ’s outstanding Commitments, Loans, Credit-Linked Deposits and participations in Letters of Credit, and (ii) deliver any documentation evidencing such Loans to the Borrower or the Administrative Agent. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s outstanding Commitments, Loans, Credit- Linked Deposits and participations in Letters of Credit, (B) all obligations of the Borrower owing to the assigning Lender relating to the Commitments, Loans and participations so assigned shall be made retroactively paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and acceptance and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate documentation executed by the Borrower in connection with previous Borrowings, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting assigned Loans, Credit-Linked Deposits and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender; provided, further, that except . (c) Notwithstanding anything to the extent otherwise expressly agreed by contrary contained above, any Lender that is an Issuing Lender hereunder may not be replaced at any time that it has a Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Lender have been made with respect to each such outstanding Letter of Credit and the affected parties, no change Administrative Agent may not be replaced hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release except in accordance with the terms of any claim of any party hereunder arising from such Lender having been a Defaulting LenderSection 8.05.

Defaulting Lenders. Notwithstanding a. If at any provision of this Agreement to the contrary, if time any Lender becomes a Defaulting Lender, then the following Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.02(b) (with the assignment fee to be waived in such instance and subject to any consents required by such Section) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person. b. Any Lender being replaced pursuant to Section 2.26(a) shall (i) execute and deliver an Assignment and Acceptance with respect to such Lender’s outstanding Commitments and Loans, and (ii) deliver any documentation evidencing such Loans to the Borrower or the Administrative Agent. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as specified by the Borrower and such assignee, of the assigning Lender’s outstanding Commitments and Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Commitments and Loans so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance (including, without limitation, any amounts owed under Section 2.15 due to such replacement occurring on a day other than the last day of an Interest Period), and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate documentation executed by the Borrower in connection with previous Borrowings, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Commitments and Loans, except with respect to indemnification provisions under this Agreement, which shall apply for survive as to such assigning Lender; provided that an assignment contemplated by this Section 2.26(b) shall become effective notwithstanding the failure by the Lender being replaced to deliver the Assignment and Acceptance contemplated by this Section 2.26(b), so long as such the other actions specified in this Section 2.26(b) shall have been taken. c. Anything herein to the contrary notwithstanding, if a Revolving Lender is becomes, and during the period it remains, a Defaulting Lender: (a) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of , during such period, such Defaulting Lender shall not be entitled to any fees accruing during such period pursuant to Section 2.04(b2.20 (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees). . d. Any amount paid by the Borrowers Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will shall instead be retained by the Administrative Agent in a segregated, non-interest bearing segregated account until (subject to Section 2.26(f)) the occurrence termination of the Final Collection DateRevolving Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent, second, to the payment of the default interest and then current interest due and payable to the Revolving Lenders which are Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such interest then due and payable to them, third, to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth, to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and fifth, after which such amount shall be used the termination of the Revolving Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct;. (b) e. The Borrower may terminate the unused portion amount of the Commitment of such any Lender that is a Defaulting Lender may be reduced upon not less than ten (10) Business Days’ prior notice to zero without any contemporaneous ratable reduction the Administrative Agent (which shall promptly notify the Revolving Lenders thereof), and in such event the provisions of Section 2.26(d) will apply to all amounts thereafter paid by the Commitments of Borrower for the other Lenders; (c) neither the Commitment nor the Loans account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that (i) no Event of Default shall have occurred and be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder continuing and the Defaulting Lender (ii) such termination shall not be included in determining whether all Lenders have taken deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, or any Lender may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of against such Defaulting Lender, as applicable; and. (d) f. If the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that Borrower and the Administrative Agent determines agree in writing that a Revolving 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, then (x) the Lender Percentages shall be readjusted Administrative Agent will so notify the Revolving Lenders, whereupon as of the effective date specified in such notice and subject to reflect the inclusion of any conditions set forth therein, such Lender’s Commitment and on such date such Revolving Lender shall purchase at par such portions of the outstanding Revolving Loans of the other Lenders Revolving Lenders, and/or make such other adjustments, as the Administrative Agent and the Lenders shall may determine may to be necessary in order for such Lender to cause the Revolving Lenders to hold such Revolving Loans on a pro rata basis in accordance with its Lender Percentage their respective Revolving Commitments, whereupon such Revolving Lender will shall cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Revolving Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will shall constitute a waiver or release of any claim of any party hereunder arising from such Lender Revolving Lender’s having been a Defaulting Lender. g. Notwithstanding anything to the contrary herein, (x) any Lender that is an Issuing Lender hereunder may not be replaced in its capacity as an Issuing Lender at any time that it has a Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Lender have been made with respect to such outstanding Letters of Credit and (y) the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.05.

Defaulting Lenders. Notwithstanding (a) A Lender who fails to pay the Agent its Proportionate Share of any provision of this Agreement Revolving Loans (including Agent Advances) made available by the Agent on such Lender's behalf, or who fails to pay any other amounts owing by it hereunder to the contraryAgent, is a "DEFAULTING LENDER." The Agent is entitled to recover from such Defaulting Lender all such amounts owing by such Defaulting Lender on demand. If the Defaulting Lender does not pay such amounts on the Agent's demand, the Agent shall promptly notify the Funds Administrator and the Borrowers shall pay such amounts to the Agent (to the extent the Agent has made such amounts available to or for the account of the Borrowers) within 5 Business Days of the receipt by the Funds Administrator of such notice. In addition, the Defaulting Lender or the Borrowers shall pay to the Agent for its own account interest on such amount for each day from the date it was made available by the Agent to the Borrowers to the date it is recovered by the Agent at a rate per annum equal to (x) the overnight Federal Funds Rate if any Lender becomes a paid by the Defaulting Lender, or (y) the then applicable rate of interest calculated under SECTION 4.1, if paid by the following provisions Borrowers; plus, in each case, the Expenses and losses, if any, incurred as a result of the Defaulting Lender's failure to perform its obligations. Nothing herein shall apply for so long be deemed to relieve any Lender of its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrowers may have against any Lender as a result of any default by such Lender is a Defaulting Lender: (a) Unused Fees shall cease to accrue on hereunder, including, without limitation, the unfunded portion right of the Commitment of such Borrowers to seek reimbursement from any Defaulting Lender pursuant to Section 2.04(b). Any amount for any amounts paid by the Borrowers under CLAUSE (y) above on account of such Defaulting Lender's default. (b) The failure of any Lender to fund its Proportionate Share of a Revolving Loan shall not relieve any other Lender of its obligation to fund its Proportionate Share of a Revolving Loan. Conversely, no Lender shall be responsible for the failure of another Lender to fund its Proportionate Share of a Revolving Loan. (c) The Agent shall not be obligated to transfer to a Defaulting Lender any payment made by the Borrowers to the Agent for the Defaulting Lender's benefit; nor shall a Defaulting Lender be entitled to the sharing of any payment hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Agent. The Agent may hold and, in its discretion, re-lend to the Borrowers the amount of all such payments received by it for the account of a Defaulting Lender under this Agreement (whether on account such Lender. For purposes of principalvoting or consenting to matters with respect to the Credit Documents and determining Proportionate Shares, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall deemed not be included in determining whether all Lenders have taken or may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting "LENDER" and such Lender, then 's Commitment shall be deemed to be zero (-0-). This section shall remain effective with respect to such Lender until (x) the Lender Percentages Obligations shall be readjusted to reflect the inclusion of such Lender’s Commitment have been declared or shall have become immediately due and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and payable or (y) the provisions of clauses (a) through (d) above shallMajority Lenders, from the Agent and after such determination, cease to be of further force or effect with respect to the Borrowers shall have waived such Lender; provided that no adjustments will 's default in writing. The operation of this Section shall not be made retroactively with respect construed to fees accrued increase or payments made by or on behalf otherwise affect the Commitment of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.any

Defaulting Lenders. Notwithstanding (A) A Revolving Lender who fails to pay Agent its Pro Rata Share of any provision of this Agreement Revolving Loans (including Agent Advances) made available by Agent on such Revolving Lender's behalf, or who fails to the contrarypay any other amounts owing by it to Agent, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) Unused Fees shall cease "DEFAULTING LENDER." Agent is entitled to accrue on the unfunded portion of the Commitment of recover from such Defaulting Lender pursuant all such amounts owing by such Defaulting Lender on demand. If the Defaulting Lender does not pay such amounts on Agent's demand, Agent shall promptly notify the Borrower and Borrower shall pay such amounts to Section 2.04(b). Any amount paid by Agent (to the Borrowers extent Agent has made such amounts available to or for the account of Borrower) within five (5) Business Days of the receipt by the Borrower of such notice. In addition, the Defaulting Lender or Borrower shall pay to Agent for its own account interest on such amount for each day from the date it was made available by Agent to Borrower to the date it is recovered by Agent at a rate per annum equal to (I) the overnight Federal Funds Rate if paid by the Defaulting Lender, or (II) the then applicable rate of interest calculated under SECTION 2.4.1, if paid by Borrower; plus, in each case, the Expenses and losses, if any, incurred as a result of the Defaulting Lenders' failure to perform its obligations. Nothing herein shall be deemed to relieve any Revolving Lender of its obligation to fulfill its commitments hereunder or to prejudice any rights which Borrower may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder, including, without limitation, the right of Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by Borrower under CLAUSE (I) above on account of such Defaulting Lender's default. (B) The failure of any Revolving Lender to fund its Pro Rata Share of a Revolving Loan shall not relieve any other Revolving Lender of its obligation to fund its Pro Rata Share of a Revolving Loan. Conversely, no Revolving Lender shall be responsible for the failure of another Revolving Lender to fund its Pro Rata Share of a Revolving Loan. (C) Agent shall not be obligated to transfer to a Defaulting Lender under this Agreement (whether on any payments made by Borrower to Agent for the Defaulting Lender's benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, relend to Borrower the amount of all such payments received by it for the account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender. For purposes of voting or consenting to matters with respect to the Credit Documents and determining Pro Rata Shares, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder deemed not to be a "LENDER" and the Defaulting Lender shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender 's Commitment shall be deemed to be a Defaulting Lender, then (x) the Lender Percentages zero. This section shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect remain effective with respect to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued Defaulting Lender until (I) the Obligations shall have been declared or payments made by shall have become immediately due and payable or on behalf of (II) the Borrowers while Majority Lenders, Agent and Borrower shall have waived such Lender was a Defaulting Lender; provided, further, that except 's default in writing. The operation of this Section shall not be construed to increase or otherwise affect 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 Commitment of any claim Revolving Lender, or relieve or excuse the performance by Borrower of any party hereunder arising from such Lender having been a Defaulting Lendertheir respective duties and obligations hereunder.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if (1) If any Lender becomes shall be a Defaulting Lender, then any of the following provisions other Lenders may, with the consent of Administrative Agent, but shall apply for so long as such Lender is not be obligated to, make all or a Defaulting Lender: (a) Unused Fees shall cease to accrue on the unfunded portion of the Commitment Defaulting Lender’s Loan or proportionate share of an advance or disbursement to protect the Property, any Individual Property or the Lien of the Security Documents, provided that such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by gives the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Borrowers and Administrative Agent prior notice of its intention to do so. The right to make such advances in a segregated, non-interest bearing account until the occurrence respect of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included exercisable first by the Lender holding the greatest proportionate share and thereafter to each of the Lenders in determining whether descending order of their respective proportionate shares of the Loans or in such other manner as the Required Lenders (excluding the Defaulting Lender) may agree on. Any Lender making all Lenders or any portion of the Majority Lenders Defaulting Lender’s proportionate share of the applicable Loan or advance in accordance with the foregoing terms and conditions shall be referred to as a “Special Advance Lender”. (2) In any case where a Lender becomes a Special Advance Lender (i) the Special Advance Lender shall be deemed to have taken or may take any action hereunder purchased, and the Defaulting Lender shall not be included deemed to have sold, a senior participation in determining whether all Lenders have taken the Defaulting Lender’s respective Loan to the extent of the amount so advanced or may have taken any action hereunder disbursed (includingthe “Advanced Amount”) bearing interest (including interest at the Default Rate, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring if applicable) and (ii) the consent of all Lenders which affects such Defaulting Lender differently than shall have no voting rights under this Agreement or any other affected Lenders or Lenders shall require the consent of such Defaulting Lender, Loan Documents so long as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be it is a Defaulting Lender. It is expressly understood and agreed that each of the respective obligations under this Agreement and the other Loan Documents, then (x) including advancing Loans, Losses incurred in connection with the Lender Percentages Loan, including costs and expenses of enforcement, advancing to preserve the Lien of the Mortgage or to preserve and protect the Properties or any Individual Property, shall be readjusted without regard to reflect any adjustment in the inclusion proportionate shares occasioned by the acts of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except . The Special Advance Lender shall be entitled to an amount (the “Unpaid Amount”) equal to the extent otherwise expressly agreed applicable Advanced Amount, plus any unpaid interest due and owing with respect thereto, less any repayments thereof made by the affected parties, no change hereunder from Defaulting Lender to Non-immediately upon demand. The Defaulting Lender will constitute a waiver or release shall have the right to repurchase the senior participation in its Loan from the Special Advance Lender at any time by the payment of any claim of any party hereunder arising from such Lender having been a Defaulting Lenderthe Unpaid Amount.

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) Unused Fees shall cease to accrue on the unfunded unused portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b2.10(a). Any amount paid by the Borrowers ; provided that each Defaulting Lender shall be entitled to receive Letter of Credit Fees for the account of any period during which that Lender is a Defaulting Lender under this Agreement (whether on account to the extent allocable to its Applicable Percentage of principal, interest, fees, indemnity payments the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.19. With respect to any Commitment Fee or other amounts) will Letter of Credit Fee not required to be paid or distributed to any Defaulting Lender pursuant to this clause (a), the Borrower shall (i) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Exposure that has been reallocated to such Non-Defaulting Lender pursuant to clause (d) below, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used (ii) to pay amounts owing under this Agreement to each Issuing Lender the amount of any fee otherwise payable to such Defaulting Lender or as a court to the extent allocable to such Issuing Lender’s Fronting Exposure to such Defaulting Lender and (iii) not be required to pay the remaining amount of competent jurisdiction may otherwise direct;any such fee. (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of The Commitments (or, if the Commitments of have been terminated, the other Lenders; (cPro Rata Outstandings) neither the Commitment nor the Loans of such Defaulting Lender shall not be included in determining whether all the Required Lenders or the Majority Supermajority 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 may have taken any action hereunder (including, in each case, including any consent to any amendment or waiver requiring Required Lender or Supermajority Lender approval pursuant to Section 10.0110.02); provided, that but shall be included in determining whether the Lenders have taken, or may take, any waiveraction hereunder if more than Supermajority Lender approval is required. (c) Any payment of principal, amendment interest, fees or modification requiring other amounts received by the consent Administrative Agent for the account of all Lenders which affects a Defaulting Lender shall be applied at such time or times as may be determined by the Administrative Agent as follows: (i) first, to the payment of any amounts owing by such Defaulting Lender differently than other affected to the Agents or Depositary Bank under the Financing Documents; (ii) second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender; (iii) third, to Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender, if any, in accordance with Section 2.19, (iv) fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; (v) fifth, if so determined by the Required Lenders or requested by an Issuing Lender, held in such account as cash collateral for future funding obligations of such Defaulting Lender in respect of any existing or future participating interest in any Letter of Credit; (vi) sixth, to the payment of any amounts owing to the Lenders shall require or the consent applicable Issuing Lenders as a result of any then final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender or an applicable Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; (vii) seventh, so long as applicableno Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any then final and non-appealable judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; andand (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction (provided that, with respect to this clause (viii), if such payment is a prepayment of the principal amount of any Loans in respect of which a Defaulting Lender has funded its participation obligations, such payment shall be applied solely to prepay the Loans of, and Reimbursement Obligations owed to, all Non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, Reimbursement Obligations owed to such Defaulting Lender). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (d) All or any part of such Defaulting Lender’s participation in Letter of Credit Exposure shall be reallocated among the Borrowers may replace Non-Defaulting Lenders of the same Class as such Defaulting Lender in accordance with Section 2.21their respective Applicable Percentage (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Letter of Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s applicable Letter of Credit Commitment. In the event that the Administrative Agent determines that No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender has adequately remedied all matters arising from that caused such Lender to be having become a Defaulting Lender, then (x) the including any claim of a Non-Defaulting Lender Percentages shall be readjusted to reflect the inclusion as a result of such Non-Defaulting Lender’s Commitment increased exposure following such reallocation. (e) If the reallocation described in clause (d) 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, Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section 2.19. (f) If the Borrower, the Administrative Agent and on each Issuing Lender 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 date such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender shall will, to the extent applicable, purchase at par such that portion of the outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage the Commitments under the applicable Class (without giving effect to clause (d) of this Section), whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers Borrower while such that Lender was a Defaulting Lender; provided, further, that that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender that Lender’s having been a Defaulting Lender. (g) So long as any Lender is a Defaulting Lender, no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

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) Unused Fees A Lender who fails to pay the Agent its Pro Rata Share of any Loans made available by the Agent on such Lender's behalf, or who fails to pay any other amount owing by it to the Agent hereunder, is a defaulting lender (a "Defaulting Lender"). The Agent may recover all such amounts owing by a Defaulting Lender on demand. (b) The failure of any Lender to fund its Pro Rata Share of any Borrowing shall cease not relieve any other Lender of its obligation to accrue on the unfunded portion of the Commitment fund its Pro Rata Share of such Borrowing. Conversely, no Lender shall be responsible for the failure of another Lender to fund such other Lender's Pro Rata Share of a Borrowing. (c) The Agent shall not be obligated to transfer to a Defaulting Lender pursuant to Section 2.04(b). Any amount paid any payments made by the Borrowers to the Agent for the Defaulting Lender's benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Agent. The Agent may hold and, in its discretion, re-lend to the applicable Borrower or Borrowers the amount of all such payments received or retained by it for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender. For purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder deemed not to be a Lender and such Lender's Commitment for such purposes shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (i) the Defaulting Lender has paid all amounts required to be paid to the Agent hereunder or (ii) the Required Lenders, the Agent and the Administrative Borrower shall have waived such Lender's default in writing. The operation of this Section shall not be included construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by any of the Borrowers of its duties and obligations hereunder. (d) The Administrative Borrower may, by notice (a "Replacement Notice") in determining whether all Lenders have taken or may have taken any action hereunder writing to the Agent and a Defaulting Lender, (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects i) request such Defaulting Lender differently than other affected to cooperate with the Administrative Borrower in obtaining a Replacement Lender for such Defaulting Lender; (ii) request the non-Defaulting Lenders to acquire and assume all or Lenders shall require the consent a portion of such Defaulting Lender's Loans and Commitment, as applicable; and (d) the Borrowers may replace but none of such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages Lenders shall be readjusted obligated to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and do so; or (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.iii)

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall will apply for so long as such that Lender is a Defaulting Lender: (a) Unused Fees Such Defaulting Lender shall not be entitled to fees that would otherwise have accrued during such period under Section 2.5(c), and such fees shall cease to accrue on the unfunded portion of the Commitment of during such Defaulting Lender pursuant to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed period with respect to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct’s unused Revolving Loan Commitment; (b) the unused portion Revolving Loan Commitment and Percentage Share of Revolving Facility Usage and outstanding Term Loans of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the Loans of such Defaulting Lender shall will not be included in determining whether all Lenders or the Majority Required 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 may have taken any action hereunder (including, in each case, including any consent to any amendment or waiver pursuant to Section 10.0110.1), and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period; provided, that any such amendment, waiver, amendment determination, consent, or modification requiring notification that would increase or extend the consent term of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent Revolving Loan Commitment of such Defaulting Lender, as applicable; and (d) extend the Borrowers may replace date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any Obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of the Defaulting Lender. If a Defaulting Lender’s consent to an amendment, waiver, determination, consent, or notification is required pursuant to this Section 2.18 or any other provision in the Loan Documents, and such Defaulting Lender has failed to respond to a written request from Agent to approve such waiver, amendment, determination, consent, or notification for 10 Business Days after such Defaulting Lender’s receipt of such request, such Defaulting Lender will be deemed to have approved such amendment, waiver, determination, consent, or notification; (c) if any Swingline Loan or LC Obligation exists at the time a Lender becomes a Defaulting Lender then: (i) all or any part of such Swingline Loan or LC Obligation will be reallocated among the non-Defaulting Lenders that are Revolving Lenders in accordance with Section 2.21. In their respective Percentage Shares but only to the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then extent (x) the Lender Percentages shall be readjusted to reflect sum of all non-Defaulting Lenders’ Percentage Shares of the inclusion Revolving Facility Usage plus the portion of such Defaulting Lender’s Commitment and on Percentage Share of such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease Swingline Loan or LC Obligation to be a Defaulting Lender and will be a Nonreallocated does not exceed the total of all non-Defaulting Lender Lenders’ Revolving Loan Commitments and (y) the provisions of clauses (a) through (d) above shall, from and after such determination, cease to be of further force or effect with respect to such Lenderconditions set forth in Section 4.2 are satisfied at that time; provided that no adjustments will be made retroactively with respect that, subject to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected partiesSection 10.12, no change reallocation hereunder from Defaulting Lender to Non-Defaulting Lender will shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from such that Lender having been become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation; and (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, Borrower shall within one Business Day following notice by Agent (x) first, prepay such Swingline Loans and (y) second, cash collateralize such Defaulting Lender’s Percentage Share of the LC Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.14 for so long as such LC Obligation is outstanding; (iii) if Borrower cash collateralizes any portion of such Defaulting Lender’s Percentage Share of the LC Obligations pursuant to this Section 2.18(c), Borrower shall not be required to pay any fees to such Defaulting Lender or any other Person pursuant to Section 2.12 with respect to such cash collateralized portion of such Defaulting Lender’s Percentage Share of the LC Obligations during the period those LC Obligations are cash collateralized; (iv) if LC Obligations are allocated to non-Defaulting Lenders pursuant to Section 2.18(c)(i), then the fees payable to the Revolving Lenders pursuant to Section 2.12 will be adjusted to reflect the non-Defaulting Lenders’ post-allocation Percentage Shares; or (v) if any portion of any Defaulting Lender’s Percentage Share of the LC Obligations is neither cash collateralized pursuant to Section 2.18(c)(ii) nor reallocated pursuant to Section 2.18(c)(i), then, without prejudice to any rights or remedies of the LC Issuer or any Lender hereunder, any letter of credit fees payable under Section 2.12(a) with respect to such non-cash collateralized, unreallocated portion of such Defaulting Lender’s Percentage Share of the LC Obligations will be payable to the LC Issuer until such portion of such Defaulting Lender’s Percentage Share of the LC Obligations is cash collateralized and/or reallocated or such Defaulting Lender ceases to be a Defaulting Lender; (d) so long as any Lender is a Defaulting Lender, the Swingline Lender will not be required to fund any Swingline Loan and the LC Issuer will 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 Revolving Loan Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by Borrower in accordance with Section 2.18(c)(ii), and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan will be allocated among non-Defaulting Lenders in a manner consistent with Section 2.18(c)(i) (and Defaulting Lenders will not participate therein); (e) 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 9.6 but excluding Section 3.8) shall, in lieu of being distributed to such Defaulting Lender, be retained by 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 Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the LC Issuer or Swingline Lender hereunder, (iii) third, to the funding of any Loan or the funding or cash collateralization of any participating interest in any Swingline Loan or Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion as required by this Agreement, as determined by Agent, (iv) fourth, if so determined by Agent and Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; and (f) If there is not in existence a Default or Event of Default, Borrower may terminate the unused amount of the Revolving Loan Commitment of a Defaulting Lender upon not less than three Business Days’ prior notice to Agent (which will promptly notify the Lenders thereof); provided that such termination shall not be deemed to be a waiver or release of any claim Borrower, Agent, the LC Issuer, the Swingline Lender, or any Lender may have against such Defaulting Lender.

Defaulting Lenders. 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: (a) Unused Fees shall cease Such Defaulting Lender's right to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant approve or disapprove any amendment, waiver or consent with respect to Section 2.04(b). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement shall be restricted as set forth in Section 12.02. (whether on account of principal, interest, fees, indemnity payments or other amountsb) will The Administrative Agent shall not be paid or distributed obligated to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement transfer to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) any payments made by any Borrower to the unused portion of the Commitment of Administrative Agent for such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;Lender's benefit. (c) neither the Commitment nor the Loans of Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall be included in determining whether all Lenders entitle the Borrowers to replace the Defaulting Lender with one or the Majority Lenders have taken or may take any action hereunder more substitute Lenders, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Defaulting Lender shall specify an effective date for such replacement, which date shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (includinglater than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium (including the Applicable Premium) or Lenders penalty of any kind whatsoever. If the Defaulting Lender shall require refuse or fail to execute and deliver any such Assignment and Acceptance prior to the consent effective date of such Defaulting Lenderreplacement, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted deemed to reflect the inclusion have executed and delivered such Assignment and DOCID - 27822767.5 - 67 - ChangePro Comparison of such Lender’s Commitment 27822767v1 and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.27822767v5 4/30/2018

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: (ai) Unused Fees The obligation of any Lender to make any Loan hereunder shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(b). Any amount paid not be affected by the Borrowers failure of any other Lender to make any Loan under this Agreement, and no Lender shall have any liability to the Borrower or any of its Subsidiaries, the Administrative Agent, any other Lender, or any other Person for the account of another Lender’s failure to make any loan or Loan hereunder. (ii) If any Lender shall become a Defaulting Lender under this Agreement (whether on account of principalLender, interest, fees, indemnity payments or other amounts) will not be paid or distributed to then such Defaulting Lender’s right to participate in the administration of the loans, but will instead be retained this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Administrative Agent in a segregated, non-interest bearing account until the occurrence of the Final Collection Date, after which such amount shall be used to pay amounts owing under this Agreement to suspended for the entire period that such Lender remains a Defaulting Lender or as a court of competent jurisdiction may otherwise direct; (b) and the unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders; (c) neither the Commitment nor the stated commitment amounts and outstanding Loans of such Defaulting Lender shall be included in determining whether all Lenders or the Majority Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders, the Required Lenders (or any Class thereof) or the Majority Lenders (or any Class thereof), as the case may be, have taken or may have taken take any action hereunder (including, in each casewithout limitation, any consent action to approve any consent, waiver or amendment to this Agreement or waiver pursuant to Section 10.01the other Loan Documents); provided, however, that any the foregoing shall not permit (A) an increase in such Defaulting Lender’s stated commitment amounts, (B) the waiver, amendment forgiveness or modification requiring reduction of the consent principal amount of all Lenders which affects any Obligations outstanding to such Defaulting Lender differently than (unless all other Lenders affected Lenders thereby are treated similarly), (C) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or Lenders shall require other extensions of credit or other obligations of the consent of Borrower owing to such Defaulting Lender, as applicable; and (d) the Borrowers may replace in each case without such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.consent,

Defaulting Lenders. Notwithstanding any provision of this Cash Flow 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) Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant shall not be entitled to Section 2.04(b). Any amount paid by the Borrowers receive any Commitment Fee for the account of any period during which such Lender is a Defaulting Lender under this Agreement (and the Borrower shall not be required to pay any such Commitment Fee that otherwise would have been required to have been paid to such Defaulting Lender); and (b) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, feesfees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.18(c)) shall, indemnity payments or other amounts) will not be paid or in lieu of being distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregatedsegregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder, (iii) third, if so determined by the Administrative Agent or requested by any Issuing Bank, to cash collateralize such Defaulting Lender’s Cash Flow Revolving Facility Percentage of the outstanding Letters of Credit issued by such Issuing Bank other than any Letter of Credit (or portion thereof) as to which such Defaulting Lender’s participation obligation has been cash collateralized by pledging and depositing with or delivering to the Collateral Agent, for the benefit of the Issuing Banks and the non-interest bearing Defaulting Lenders, as collateral for the Obligations in respect of Letters of Credit, cash or deposit account until balances pursuant to documentation in form and substance reasonably satisfactory to the occurrence Collateral Agent and the Issuing Banks (which documents are hereby consented to by the Lenders), (iv) fourth, as the Borrower may request, to the funding of the Final Collection Date, after any Cash Flow Revolving Facility Loan in respect of which such amount shall be used Defaulting Lender has failed to pay fund its portion thereof as required by this Cash Flow Credit Agreement, as determined by the Administrative Agent, (vi) fifth, held in such account as cash collateral and released, pro rata, in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Cash Flow Revolving Facility Loans under this Cash Flow Credit Agreement and (y) cash collateralize the Issuing Banks’ potential future fronting exposure with respect to such Defaulting Lender with respect to potential future Letters of Credit issued under this Cash Flow Credit Agreement, (vi) sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement Cash Flow Credit Agreement, (vii) seventh, 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 Cash Flow Credit Agreement, and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction may otherwise direct; (b) the unused portion jurisdiction; provided that if such payment is a prepayment of the Commitment principal amount of any Cash Flow Revolving Facility Loans in respect of which such Defaulting Lender may has not fully funded its appropriate share and that were made at a time when the conditions set forth in Section 4.01 were satisfied, such payment shall be reduced applied solely to zero without prepay the Cash Flow Revolving Facility Loans of all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any contemporaneous ratable reduction Cash Flow Revolving Facility Loans of the Commitments of the other Lenders;any Defaulting Lender. (c) neither the Commitment nor the Loans of such Defaulting Lender shall be included in determining whether all Lenders or the 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 may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 10.01); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and (d) the Borrowers may replace such Defaulting Lender in accordance with Section 2.21. In the event that the Administrative Agent determines Agent, each Issuing Bank and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) the Lender Percentages shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Cash Flow Revolving Facility Loans of the other Lenders or take such other actions as the Administrative Agent and the Lenders shall may determine may to be necessary to cause the Cash Flow Revolving Facility Loans and funded and unfunded participations in order for such Lender Letters of Credit to hold such Loans be in accordance with its Lender Percentage whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and (y) the provisions of clauses (a) through (d) above shallCash Flow Revolving Facility Percentage, 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 Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lenderas applicable.