Common use of Generally Clause in Contracts

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If for The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any reason any Lender (a “Defaulting Lender”) shall fail Loan made by the Lenders or refuse to perform any of its obligations their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Transfer Authorizer Designation Form. The Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by the Borrower; or (ii) made in the Borrower’s name and accepted by the Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by the Borrower. The Borrower further agrees and acknowledges that the Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by the Borrower to effect a wire or funds transfer even if the information provided by the Borrower identifies a different bank or account holder than named by the Borrower. The Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by the Borrower. If the Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, the Borrower agrees that no matter how many times the Administrative Agent takes these actions the Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this Agreement or any other Loan Document to which it is a party within provision, the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, or any right agreement between the Administrative Agent and the Borrower. The Borrower agrees to vote in respect of, to consent to or to direct any action or inaction of notify the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after the Administrative Agent’s confirmation to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaulttransfer.

Generally. If for The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any reason any Lender (a “Defaulting Lender”) shall fail Loan made by the Lenders or refuse to perform any of its obligations their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Transfer Authorizer Designation Form. The Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by the Borrower; or (ii) made in the Borrower’s name and accepted by the Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by the Borrower. The Borrower further agrees and acknowledges that the Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by the Borrower to effect a wire of funds transfer even if the information provided by the Borrower identifies a different bank or account holder than named by the Borrower. The Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by the Borrower. If the Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, the Borrower agrees that no matter how many times the Administrative Agent takes these actions the Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this Agreement or any other Loan Document to which it is a party within provision, the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, or any right agreement between the Administrative Agent and the Borrower. The Borrower agrees to vote in respect of, to consent to or to direct any action or inaction of notify the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after the Administrative Agent’s confirmation to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaulttransfer.

Generally. If for any reason any Lender (a “"Defaulting Lender”") shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s 's right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s 's Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s 's curing of its default.

Generally. If for Anything contained herein to the contrary notwithstanding, (i) to the extent permitted by applicable Law, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, any reason any Lender (a “Defaulting Lender”) shall fail prepayment of the Loans shall, if the Tranche A Borrowers, TCCI or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the Tranche C Borrower, as applicable, so direct at the time period specified for performance of making such obligation orprepayment, if no time period is specified, be applied to the Loans of other Applicable Tranche Lenders as if such failure Defaulting Lender had no Tranche A Loans, Tranche B Loans or refusal continues for a period of two Business Days after notice from the AgentTranche C Loans, thenas applicable, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, outstanding; (ii) such Defaulting Lender’s right unused Aggregate Commitments shall be excluded for purposes of calculating the facility fee payable to participate Lenders pursuant to Section 2.8(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any facility fee with respect to its unused Commitment(s) pursuant to Section 2.8(a) for any Default Period with respect to such Defaulting Lender; and (iii) the administration aggregate amount of the Tranche A Loans, this Agreement Tranche B Loans and the other Loan Documents, including without limitation, Tranche C Loans as at any right to vote in respect of, to consent to or to direct any action or inaction date of the Agent or to be taken into account in the calculation of the Requisite Lenders, determination shall be suspended during the pendency calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.17(a), performance by any Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure or refusal. If a Lender is by a Defaulting Lender because it has failed to make timely payment to fund or the Agent operation of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periodsthis Section 2.17(a), . The rights and remedies against a Defaulting Lender under this Section 2.17(a) are in addition to other rights and remedies which that the Agent or the Borrower may have under the immediately preceding provisions or otherwiseBorrowers, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit Lender may have against such Defaulting Lender in a court of competent jurisdiction with respect to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultDefaulted Loan.

Generally. If (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”): (i) if any portion of the Debt is not paid when due (including, without limitation, the failure of Borrower to repay the entire outstanding principal balance of the Note in full on the Maturity Date); (ii) if any of the Taxes or Other Charges are not paid when the same are due and payable without payment of a penalty; (iii) if the Policies are not kept in full force and effect, or if copies of the certificates evidencing the Policies (or certified copies of the Policies if requested by Lender) are not delivered to Lender within thirty (30) days after written request therefor; (iv) the occurrence of any Transfer (except a Permitted Transfer) or other encumbrance with respect to any portion of the Property or the Collateral in violation of the provisions of this Agreement or Article 6 of the Security Instrument, or the occurrence of any Transfer in violation of the provisions of Section 5.2.10 hereof; (v) if any representation or warranty made by Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made or deemed remade; (vi) if Borrower or any Guarantor shall (i) make an assignment for the benefit of creditors or (ii) generally not be paying its debts as they become due; (vii) if a receiver, liquidator or trustee shall be appointed for Borrower, or if Borrower shall be adjudicated bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to Federal bankruptcy law, or any similar Federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, or if any proceeding for the dissolution or liquidation of Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days; (viii) if a receiver, liquidator or trustee shall be appointed for any reason Guarantor or if any Lender Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to Federal bankruptcy law, or any similar Federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Guarantor, or if any proceeding for the dissolution or liquidation of any Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by the applicable Guarantor, upon the same not being discharged, stayed or dismissed within ninety (a “Defaulting 90) days; provided, further, however, it shall be at Lender”) shall fail or refuse ’s option to perform determine whether any of the foregoing shall be an Event of Default; (ix) if Borrower attempts to assign its obligations rights under this Agreement or any of the other Loan Document Documents or any interest herein or therein in contravention of the Loan Documents; (x) if Borrower breaches any representation, warranty or covenant contained in Section 4.1.26 or any of its respective negative covenants contained in Section 5.2; (xi) with respect to any term, covenant or provision set forth herein which it is specifically contains a party within notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the time period specified for performance giving of such obligation or, if no time period is specified, if notice or the expiration of such failure or refusal grace period; (xii) Borrower breaches any covenant contained in Section 5.1.11 and such breach continues for a period of two Business Days ten (10) days after notice from Lender; (xiii) if Borrower shall continue to be in Default under any of the Agentother terms, thencovenants or conditions of this Agreement not specified in subsections (i) to (xi) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days; or (xiv) if there shall be a Default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to Borrower, Guarantor or the Property. (b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi), (vii) or (viii) above) and at any time thereafter, in addition to the any other rights and or remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right it pursuant to participate in the administration of the Loans, this Agreement and the other Loan DocumentsDocuments or at law or in equity, including Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Property, including, without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of declaring the Agent or Obligations to be taken into account immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the calculation Loan Documents against Borrower and the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi), (vii) or (viii) above, the Requisite LendersDebt and all Other Obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods)demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultcontrary notwithstanding.

Generally. If for Anything contained herein to the contrary notwithstanding, (i) to the extent permitted by applicable law, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, any reason any Lender (a “Defaulting Lender”) shall fail prepayment of the Loans shall, if the Tranche A Borrowers, TCCI or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within TFA, as applicable, so direct at the time period specified for performance of making such obligation orprepayment, if no time period is specified, be applied to the Loans of other Applicable Tranche Lenders as if such failure Defaulting Lender had no Tranche A Loans, Tranche B Loans or refusal continues for a period of two Business Days after notice from the AgentTranche C Loans, thenas applicable, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, outstanding; (ii) such Defaulting Lender’s right unused Aggregate Commitments shall be excluded for purposes of calculating the facility fee payable to participate Lenders pursuant to Section 2.8(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any facility fee with respect to its unused Commitment(s) pursuant to Section 2.8(a) for any Default Period with respect to such Defaulting Lender; and (iii) the administration aggregate amount of the Tranche A Loans, this Agreement Tranche B Loans and the other Loan Documents, including without limitation, Tranche C Loans as at any right to vote in respect of, to consent to or to direct any action or inaction date of the Agent or to be taken into account in the calculation of the Requisite Lenders, determination shall be suspended during the pendency calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.17(a), performance by any Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure or refusal. If a Lender is by a Defaulting Lender because it has failed to make timely payment to fund or the Agent operation of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periodsthis Section 2.17(a), . The rights and remedies against a Defaulting Lender under this Section 2.17(a) are in addition to other rights and remedies which that the Agent or the Borrower may have under the immediately preceding provisions or otherwiseBorrowers, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit Lender may have against such Defaulting Lender in a court of competent jurisdiction with respect to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultDefaulted Loan.

Generally. If for Anything contained herein to the contrary notwithstanding, (i) to the extent permitted by applicable law, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, any reason any Lender (a “Defaulting Lender”) shall fail prepayment of the Loans shall, if the Tranche A Borrowers or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within TCCI, as applicable, so direct at the time period specified for performance of making such obligation orprepayment, if no time period is specified, be applied to the Loans of other Applicable Tranche Lenders as if such failure Defaulting Lender had no Tranche A Loans or refusal continues for a period of two Business Days after notice from the AgentTranche B Loans, thenas applicable, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, outstanding; (ii) such Defaulting Lender’s right unused Aggregate Commitments shall be excluded for purposes of calculating the facility fee payable to participate Lenders pursuant to Section 2.8(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any facility fee with respect to its unused Commitment(s) pursuant to Section 2.8(a) for any Default Period with respect to such Defaulting Lender; and (iii) the administration aggregate amount of the Loans, this Agreement Tranche A Loans and the other Loan Documents, including without limitation, Tranche B Loans as at any right to vote in respect of, to consent to or to direct any action or inaction date of the Agent or to be taken into account in the calculation of the Requisite Lenders, determination shall be suspended during the pendency calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.17(a), performance by any Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure or refusal. If a Lender is by a Defaulting Lender because it has failed to make timely payment to fund or the Agent operation of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periodsthis Section 2.17(a), . The rights and remedies against a Defaulting Lender under this Section 2.17(a) are in addition to other rights and remedies which that the Agent or the Borrower may have under the immediately preceding provisions or otherwiseBorrowers, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit Lender may have against such Defaulting Lender in a court of competent jurisdiction with respect to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultDefaulted Loan.

Generally. If for Anything contained herein to the contrary notwithstanding, (i) to the extent permitted by applicable Law, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, any reason any Lender (a “Defaulting Lender”) shall fail prepayment of the Loans shall, if the Tranche A Borrowers, TCCI or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within TFA, as applicable, so direct at the time period specified for performance of making such obligation orprepayment, if no time period is specified, be applied to the Loans of other Applicable Tranche Lenders as if such failure Defaulting Lender had no Tranche A Loans, Tranche B Loans or refusal continues for a period of two Business Days after notice from the AgentTranche C Loans, thenas applicable, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, outstanding; (ii) such Defaulting Lender’s right unused Aggregate Commitments shall be excluded for purposes of calculating the facility fee payable to participate Lenders pursuant to Section 2.8(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any facility fee with respect to its unused Commitment(s) pursuant to Section 2.8(a) for any Default Period with respect to such Defaulting Lender; and (iii) the administration aggregate amount of the Tranche A Loans, this Agreement Tranche B Loans and the other Loan Documents, including without limitation, Tranche C Loans as at any right to vote in respect of, to consent to or to direct any action or inaction date of the Agent or to be taken into account in the calculation of the Requisite Lenders, determination shall be suspended during the pendency calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.17(a), performance by any Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure or refusal. If a Lender is by a Defaulting Lender because it has failed to make timely payment to fund or the Agent operation of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periodsthis Section 2.17(a), . The rights and remedies against a Defaulting Lender under this Section 2.17(a) are in addition to other rights and remedies which that the Agent or the Borrower may have under the immediately preceding provisions or otherwiseBorrowers, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit Lender may have against such Defaulting Lender in a court of competent jurisdiction with respect to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultDefaulted Loan.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the such Defaulting Lender’s curing of its default.

Generally. Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing (except where telephonic instructions or notices are expressly authorized herein to be given) and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, except where electronic delivery is authorized and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) If for to any reason Borrower Party, Administrative Agent or any Funding Agent or Lender, at its notice address and numbers set forth on Schedule 13.07 attached hereto. If to any Lender (including the Swingline Lender) (other than directly from Administrative Agent), in case of Administrative Agent (which shall promptly provide a “Defaulting copy thereof to such Lender”) shall fail ), at its notice address and numbers set forth on Schedule 13.07 attached hereto. Each Lender agrees to provide to Administrative Agent a written notice stating such Lender’s address, fax number, telephone number, email address and the name of a contact person, and Administrative Agent may, unless otherwise provided herein, rely on such written notice for purposes of delivering any notice, demand, request or refuse to perform any of its obligations other communication under this Credit Agreement or any other Loan Document to which it is such Lender unless and until a Lender provides Administrative Agent with a written notice designating a different address, fax number, telephone number, email address or contact person. (ii) Any party within the time period specified may change its address for performance purposes of this Credit Agreement by giving notice of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition change to the rights and remedies that may be available other parties pursuant to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in Section 13.07. With respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice received by Administrative Agent from any Borrower Party or cure periods)any Investor not otherwise addressed herein, in addition Administrative Agent shall notify Lenders promptly of the receipt of such notice, and shall provide copies thereof to Lenders. When determining the prior days’ notice required for any Request for Credit Extension or other rights and remedies which the Agent notice to be provided by a Borrower Party or the Borrower may have under the immediately preceding provisions or otherwisean Investor hereunder, the day the notice is delivered to Administrative Agent shall be entitled (ior such other applicable Person) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and counted, but the day of the related Credit Extension or other relevant action shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultcounted.

Generally. If (a) Subject to the provisions of Sections 18-607 and 18-804 of the Act and the payment or allocation of the Performance Participation Allocation and any Tax Distributions, the Board of Directors shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds or reserves as the Board of Directors deems necessary with respect to anticipated business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any reason any Lender (a “Defaulting Lender”) shall fail management or refuse to perform any of its obligations under this Agreement administrative fees and expenses or any other Loan Document to which it is a party within the time period specified for performance of such obligation orobligations. (b) Company distributions may exceed Company earnings and cash flow from operating activities and may be paid from borrowings, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition offering proceeds and other sources. (c) Subject to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate of any holders of Shares specified in the administration of the Loans, this Agreement any Class Designation and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent terms of any amount required to Class of Shares specified herein or in any Class Designation, distributions of cash shall be paid to the Agent hereunder holders of record of such Shares as of the applicable record date established by the Board of Directors pursuant to Section 11.3(c) pro rata in proportion to their respective Percentage Interests on such record date. (without giving effect d) Cash distributions to any notice or cure periods), in addition holders of Shares pursuant to other rights Section 9.1(c) are subject to the terms of the DRIP and remedies which the Agent or the Borrower may have such cash distributions will automatically be reinvested under the immediately preceding provisions or otherwiseDRIP in additional whole and fractional Shares unless such holders have elected in their Subscription Agreement to receive distributions in cash. Members may terminate their participation in the DRIP with prior written notice to the Company. Under the DRIP, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent distributions in respect of Shares are reinvested in Shares of the same Class for a Defaulting Lender’s Loans purchase price equal to the most recently available NAV per Share. (e) The DRIP in effect as of the date hereof is attached as Schedule B to this Agreement. The Board of Directors may, without the consent of any Person, amend, modify, revise or restate the DRIP from time to time and any such amendment, modification, revision or restatement of the DRIP shall not be paid constitute an amendment to such Defaulting Lender and this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, no distribution shall be held uninvested by made to a Member if and to the Agent and either applied against extent that such distribution would violate the purchase price of such Loans under the following subsection (b) Act or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultother applicable law.

Generally. If for any reason any Lender All insurance proceeds (a “Defaulting Lender”other than proceeds from policies carried by the Lessor, the Indenture Trustee or the Owner Participant) shall fail received under policies described in Section 13.02 hereof as the result of the occurrence of an Event of Loss with respect to the Airframe or refuse an Engine will be applied as follows: (i) if such proceeds are received with respect to perform any of its obligations under this Agreement the Airframe or any other Loan Document with respect to which it the Airframe and the Engines or engines then installed on the Airframe and the Lessee has elected or is a party within deemed to have elected the time period specified for performance alternative set forth in Section 11.02 hereof, so much of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from proceeds as shall not exceed the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount amounts required to be paid by the Lessee pursuant to said Section 11.02 hereof shall be applied in reduction of the Lessee's obligation to pay such amounts if not already paid by the Lessee, or if already paid by the Lessee, shall be applied to reimburse the Lessee for its payment of such amounts, provided that no Payment Default, Bankruptcy Default or Event of Default shall have occurred and be continuing, and the balance, if any, of such proceeds remaining will be paid to the Agent order of the Lessee; if and so long as the foregoing proviso is not satisfied, such proceeds shall be held (unless applied) pursuant to Section 23.01 hereof as security for the Lessee's obligations hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, Participation Agreement; or (ii) if such proceeds are received with respect to withhold the Airframe or setoff the Airframe and the Engines or engines then installed on the Airframe and the Lessee has elected the alternative set forth in Section 11.03 hereof, or if such proceeds are received with respect to apply in satisfaction of an Engine not then installed on the defaulted payment Airframe and any related interestnot replaced by an Engine or engine under the circumstances contemplated by Section 11.04 hereof, any amounts otherwise payable to all such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans proceeds shall not be paid to the Indenture Trustee (unless the Indenture has been discharged in which case paid to the Lessor) for disbursement to the order of the Lessee, after the Lessee shall have fully performed the terms of Section 11.03 or 11.04 hereof, as applicable, with respect to the Event of Loss for which such Defaulting Lender proceeds are paid, provided that no Payment Default, Bankruptcy Default or Event of Default shall have occurred and be continuing; if and so long as the foregoing proviso is not satisfied, such proceeds shall be held uninvested by (unless applied) pursuant to Section 23.01 hereof as security for the Agent Lessee's obligations hereunder and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultParticipation Agreement.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail All accounting terms not specifically or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, completely defined herein shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be paid submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470–20 on financial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the Agent hereunder extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have election under the immediately preceding provisions or otherwise, the Agent shall be entitled FASB ASC Topic 825 “Financial Instruments” (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iiifinancial accounting standard having a similar result or effect) to bring an action value any Indebtedness of the Borrower or suit against such Defaulting Lender in a court any Subsidiary at “fair value”, as defined therein. For purposes of competent jurisdiction determining the amount of any outstanding Indebtedness, no effect shall be given to recover the defaulted amount and any related interest. Any amounts received election by the Agent in respect Borrower to measure an item of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested Indebtedness using fair value (as permitted by the Agent and either applied against the purchase price of such Loans under the following subsection Financial Accounting Standards Board Accounting Standards Codification 825–10–25 (bformerly known as FASB 159) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultany similar accounting standard).

Generally. If for any reason In the event that any Lender shall have determined (a “Defaulting Lender”which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the applicable Agent): (i) on any Interest Rate Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurocurrency market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurocurrency Rate; or (ii) at any time, that any Lender shall fail incur increased costs or refuse reduction in the amounts received or receivable hereunder with respect to perform any Eurocurrency Loan because of its obligations under (x) any Change in Law having general applicability to all comparably situated Lenders within the jurisdiction in which such Lender operates since the date of this Agreement such as, for example, but not limited to: (A) the imposition of any tax of any kind with respect to this Agreement or any Eurocurrency Loan or a change in the basis of taxation of payments to any Lender of the principal of or interest on the Notes or any other amounts payable hereunder (except for a changes to the extent relating to Excluded Taxes) or (B) a change in official reserve, special deposit, compulsory loan, insurance charge or similar requirements by any Governmental Authority (but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurocurrency Rate) and/or (y) other circumstances since the date of this Agreement affecting such Lender or the interbank Eurocurrency market or the position of such Lender in such market (excluding, however, differences in a Lender’s cost of funds from those of Administrative Agent which are solely the result of credit differences between such Lender and Administrative Agent); or (iii) at any time, that the making or continuance of any Eurocurrency Loan Document or any Loan in Dollars to a Subsidiary Borrower that is not a Subsidiary Borrower on the date hereof has been made (x) unlawful by any law, directive or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which it is materially and adversely affects the interbank Eurocurrency market; then, and in any such event, such Lender (or Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to Borrowers. Thereafter, (x) in the case of clause (i) above, Eurocurrency Loans shall no longer be available until such time as Administrative Agent notifies Crown Holdings and the Lenders that the circumstances giving rise to such notice by Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion or Continuation given by any Borrower with respect to Eurocurrency Loans (other than with respect to conversions to Base Rate Loans) which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower and, in the case of Alternative Currency Loans, such Loans shall thereafter bear interest at a party rate equal to Administrative Agent’s cost of funds for such Alternative Currency plus the Applicable Eurocurrency Margin, (y) in the case of clause (ii) above, such Borrower shall pay to such Lender, within ten days of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder and (z) in the case of clause (iii) above, such Borrower shall take one of the actions specified in Section 3.6(b) as promptly as possible and, in any event, within the time period specified for performance required by law. In determining such additional amounts pursuant to clause (y) of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions sentence, each Lender shall act reasonably and in good faith and will, to the extent the increased costs or otherwisereductions in amounts receivable relate to such Lender’s loans in general and are not specifically attributable to a Loan hereunder, use averaging and attribution methods which are reasonable and which cover all loans similar to the Agent shall be entitled (i) Loans made by such Lender whether or not the loan documentation for such other loans permits the Lender to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction receive increased costs of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under type described in this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultSection 3.6(a).

Generally. If for any reason any Lender (shall be a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders or all of the Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultas set forth in Section 3.11.(d).

Generally. If Notwithstanding the provisions of Section 2.4(b)(iv), Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers (or any of them) to Agent for the Defaulting Lender’s benefit or any reason proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first, to the Swing Lender to the extent of any Swing Loans that were made by the Swing Lender and that were required to be, but were not, paid by the Defaulting Lender; provided that if any Tranche B Facility exists at such time, Swing Loans shall be treated as Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be treated as Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be treated as Tranche A Revolving Loans, (B) second, to Issuing Banks, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (C) third, to each Non-Defaulting Lender ratably in accordance with their Revolver Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of a Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), (D) to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of the Borrowers (upon the request of Borrowers and subject to the conditions set forth in Section 3.3) as if such Defaulting Lender had made its portion of Revolving Loans (or other funding obligations) hereunder, and (E) from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (M) of Section 2.4(b)(iv). Subject to the foregoing, Agent may hold and, in its discretion, re-lend to the Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.10(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Revolver Commitments shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i) through (iv) and (xii). The provisions of this Section 2.3(i) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Agent, Issuing Banks, and Borrowers shall have waived, in writing, the application of this Section 2.3(i) to such Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.3(i)(ii) shall be released to the Borrowers). The operation of this Section 2.3(i) shall not be construed to increase or otherwise affect the Revolver Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to Agent, Issuing Banks, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrowers, at their option, upon written notice to Agent, to arrange for a substitute Lender to assume the Revolver Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the applicable Letters of Credit); provided, that, subject to Section 18.15, any such assumption of the Revolver Commitment of such Defaulting Lender shall not be deemed to constitute a “Defaulting Lender”) shall fail or refuse to perform waiver of any of its obligations under the Lender Group’s or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 2.3(i) and any other provision contained in this Agreement or any other Loan Document to which Document, it is a party within the time period specified for performance intention of the parties hereto that such obligation orprovisions be read together and construed, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect offullest extent possible, to consent to or to direct any action or inaction of be in concert with each other. In the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent event of any amount required to actual, irreconcilable conflict that cannot be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwiseresolved as aforesaid, the Agent terms and provisions of this Section 2.3(i) shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff control and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultgovern.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions this Agreement or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If Upon the occurrence of any Event of Default, and at any time thereafter, Lender, at its option, and without notice or demand of any kind (all of which are hereby expressly waived by Borrower) may do any one or more of the following: (a) Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, and any reason other document or agreement; (b) Accelerate and declare all or any part of the Obligations to be immediately due, payable, and performable, notwithstanding any deferred or installment payments allowed by any instrument evidencing or relating to any Obligation as well as charging the Default Rate on the Obligations above and in addition to any applicable rate hereunder; (c) Take possession of any or all of the Collateral wherever it may be found, and for that purpose Borrower hereby authorizes Lender (a “Defaulting Lender”) shall fail or refuse without judicial process to perform enter onto any of the Borrower's premises without hindrance to search for, take possession of, keep, store, or remove any of the Collateral and remain on such premises or cause a custodian to remain thereon in exclusive control thereof without charge for so long as Lender deems necessary in order to complete the enforcement of its obligations rights under this Agreement or any other Loan Document agreement; provided, however, that should Lender seek to which it is a party within the time period specified for performance take possession of such obligation or, if no time period is specified, if such failure any or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration all of the LoansCollateral by Court process or through a receiver, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled hereby irrevocable waives: (i) any bond and any surety or security relating thereto required by any statute, court rule or otherwise as an incident to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, possession; (ii) any demand for possession prior to withhold the commencement of any suit or setoff and action to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document recover possession thereof; and (iii) any requirement that Lender retain possession of and not dispose of any such Collateral until after trial or final judgment; (d) Require Borrower to bring an action assemble any or suit against all of the Collateral and make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower, and to remove the Collateral to such Defaulting locations as Lender may deem advisable; (e) Place a receiver in exclusive control of Borrower’s business and/or any or all of the Collateral, in order to assist Lender in a court enforcing its rights and remedies; (f) Sell, reclaim, lease or otherwise dispose of competent jurisdiction all or any portion of the Collateral in its condition at the time Lender obtains possession or after further manufacturing, processing or repair; at any one or more public and/or private sale(s) (including execution sales); in lots or in bulk; for cash, exchange for other property or on credit; and to recover adjourn any such sale from time to time without notice other than oral announcement at the defaulted amount time scheduled for sale. Lender shall have the right to conduct such disposition on Borrower's premises without charge for such time or times as Lender deems fit, or on Lender's premises, or elsewhere and the Collateral need not be located at the place of disposition. Lender may directly or through any related interestaffiliated company purchase or lease any Collateral at any such public disposition and, if permissible under applicable law, at any private disposition. Any amounts received by the Agent in respect sale or other disposition of a Defaulting Lender’s Loans Collateral shall not relieve Borrower of any liability Borrower may have if any Collateral is defective as to title or physical condition at the time of sale; (g) Demand payment of, and collect any Accounts, Instruments, Chattel Paper, Supporting Obligations and General Intangibles comprising part or all of the Collateral; or (h) Demand and receive possession of any of Borrower's federal and state income tax returns and the books, records and accounts utilized in the preparation thereof or referring thereto. Any and all legal fees, expenses, costs, liabilities and obligations incurred by Lender with respect to the foregoing shall be paid added to such Defaulting Lender and become part of the Obligations and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultdue on demand.

Generally. If for any reason In the event that any Lender shall have determined (a “Defaulting Lender”which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by Administrative Agent): (i) on any Interest Rate Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurocurrency market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurocurrency Rate; or (ii) at any time, that Deposit Bank, Issuing Bank or any Lender shall fail incur increased costs or refuse reduction in the amounts received or receivable hereunder with respect to perform any Pre-Funded L/C Deposit, L/C Participation or Eurocurrency Loan because of its obligations under (x) any Change in Law since the date of this Agreement such as, for example, but not limited to: (A) the imposition of any tax of any kind with respect to this Agreement or any Pre-Funded L/C Deposit, L/C Participation or Eurocurrency Loan or a change in the basis of taxation of payments to any Lender of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes to the extent relating to Excluded Taxes) or (B) a change in official reserve, special deposit, compulsory loan, insurance charge or similar requirements by any Governmental Authority (but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurocurrency Rate) and/or (y) other circumstances since the date of this Agreement affecting Deposit Bank, Issuing Bank or such Lender or the interbank Eurocurrency market or the position of Deposit Bank, Issuing Bank or such Lender in such market (excluding, however, differences in Deposit Bank, Issuing Bank or a Lender’s cost of funds from those of Administrative Agent which are solely the result of credit differences between Deposit Bank, Issuing Bank or such Lender and Administrative Agent); or (iii) at any time, that the making or continuance of any Eurocurrency Loan Document has been made (x) unlawful by any law, directive or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurocurrency market; then, (x) in the case of clause (i) above, Eurocurrency Loans shall no longer be available until such time as Administrative Agent notifies Company and the Lenders that the circumstances giving rise to such notice by Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion or Continuation given by Company with respect to Eurocurrency Loans (other than with respect to conversions to Base Rate Loans) which it is have not yet been incurred (including by way of conversion) shall be deemed rescinded by Company, (y) in the case of clause (ii) above, Company shall pay to Deposit Bank, Issuing Bank or such Lender, within ten days of written demand therefor, such additional amounts (in the form of an increased rate of, or a party different method of calculating, interest or otherwise as Deposit Bank, Issuing Bank or such Lender in its sole discretion shall determine) as shall be required to compensate Deposit Bank, Issuing Bank or such Lender for such increased costs or reductions in amounts received or receivable hereunder and (z) in the case of clause (iii) above, Company shall take one of the actions specified in Section 3.6(b) as promptly as possible and, in any event, within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultlaw.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail All accounting terms not specifically or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, completely defined herein shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be paid submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of Holdings and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470–20 on financial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the Agent hereunder extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have election under the immediately preceding provisions or otherwise, the Agent shall be entitled FASB ASC Topic 825 “Financial Instruments” (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iiifinancial accounting standard having a similar result or effect) to bring an action value any Indebtedness of Holdings or suit against such Defaulting Lender in a court any Subsidiary at “fair value”, as defined therein. For purposes of competent jurisdiction to recover determining the defaulted amount and of any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and outstanding Indebtedness, no effect shall be held uninvested given to any election by the Agent and either applied against the purchase price Holdings to measure an item of such Loans under the following subsection Indebtedness using fair value (bas permitted by Financial Accounting Standards Board Accounting Standards Codification 825–10–25 (formerly known as FASB 159) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultany similar accounting standard).

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail All accounting terms not specifically or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, completely defined herein shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be paid submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, except (x) as may be required by changes in GAAP or (y) as may be required by IFRS if the Agent hereunder Borrower is required to apply IFRS as provided in Section 1.3(b), in each case subject to Section 1.3(b) below; provided that notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any notice election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or cure periodsany successor thereto (including pursuant to the Accounting Standards Codification), in addition to other rights and remedies which the Agent or value any Indebtedness of the Borrower may have under the immediately preceding provisions or otherwiseany Subsidiary at “fair value”, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, as defined therein and (ii) without giving effect to withhold or setoff and any change to apply in satisfaction GAAP occurring after the Closing Date as a result of the defaulted payment and adoption of any related interestproposals set forth in the Proposed Accounting Standards Update, any amounts otherwise payable to such Defaulting Lender under this Agreement Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received proposals issued by the Agent Financial Accounting Standards Board in respect connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or such similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date. Notwithstanding the foregoing, for purposes of a Defaulting Lender’s Loans shall not be paid all computations of amounts and ratios referred to such Defaulting Lender herein, Indebtedness of the Borrower and its Restricted Subsidiaries shall be held uninvested by deemed to be carried at 100% of the Agent outstanding principal amount thereof, and either applied against the purchase price effects of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultFASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

Generally. If Lessee will not directly or indirectly create, or permit the creation of, any mortgage, lien, security interest, encumbrance or charge on, pledge of or conditional sale or other title retention agreement with respect to the Premises or any part thereof, other than (a) this Lease and ancillary rights in favor of third parties as permitted herein; (b) a Leasehold Mortgage which is permitted under the terms of Section 21; (c) liens for Impositions not yet payable, or payable without the addition of any reason fine, penalty, interest or cost for nonpayment, or being contested as permitted by Section 12; (d) Permitted Exceptions; and (e) Unpermitted Liens, incurred in the ordinary course of business for sums which under the terms of the related contracts are not at the time due if adequate provision for the payment thereof shall have been made by Lessee. Lessee will provide Lessor with prompt written notice of any Lender lien or notice of lien placed against the Premises, and Lessee will promptly thereafter remove and discharge any mortgage, lien, security interest, encumbrance or charge created by Lessee (or by any third party as a “Defaulting Lender”result of Lessee’s conduct) in violation of the preceding sentence. In the event that Lessee’s leasehold interest under the Lease is encumbered by a Leasehold Mortgage pursuant to the provisions of Section 21, Lessee shall fail (i) use commercially reasonable efforts to cause any Leasehold Mortgagee to provide to Lessor copies of any notices from such Leasehold Mortgagee alleging any non-compliance, breach or refuse default by Lessee in respect of such Leasehold Mortgage (provided that Lessee shall be deemed to perform satisfy the requirements of this clause (i) if Lessee delivers to such Leasehold Mortgagee a written request to provide such notices to Lessor; and (ii) within ten (10) days after receipt of any such notice from Leasehold Mortgagee, provide to Lessor a copy of any such notice from such Leasehold Mortgagee alleging any non-compliance, breach or default under any of its obligations under the loan documents regarding such Leasehold Mortgage (provided that so long as Lessor receives such notice pursuant to either clause (i) or (ii) above, Lessee shall be deemed to satisfy the requirements of this Agreement or any other Loan Document clause). Notwithstanding anything to which it is a party within the time period specified contrary contained in this Section 11, Lessee may enter into fixture financing arrangements for performance of fixtures and equipment located on the Property, and Lessor agrees that Lessor’s claims to such obligation orfixtures and equipment, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lendersany, shall be suspended during subordinate to any such fixture financing arrangements so long as such arrangements do not encumber Lessor’s interest in the pendency of such failure or refusalPremises. If a Lender is a Defaulting Lender because it has failed Lessee fails to make timely payment to the Agent remove, discharge or bond over any lien not otherwise described in (a) through (e) above including without limitation any Unpermitted Lien within thirty (30) days of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied its being placed against the purchase price of Property, Lessor may do so, and Lessee shall reimburse Lessor for all costs incurred by Lessor in connection with removing such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultlien.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including including, without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made made, at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If for any reason Event of Default specified under Section 10.1 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative Agent may, and upon the request of the Required Lenders shall, take any or all of the following actions: (i) declare the commitment of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (a “Defaulting Lender”ii) shall fail declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or refuse to perform any of its obligations payable hereunder or under this Agreement or any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which it is are hereby expressly waived by the Borrower; (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a party within non-interest-bearing account with the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Administrative Agent, thenas Cash Collateral for its Obligations under the Loan Documents, in addition an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations; and (iv) exercise on behalf of itself, the Lenders and the Issuing Lender all rights and remedies that may be available to it, the Agent Lenders and the Issuing Lender under the Loan Documents; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend any Letter of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate provide cash collateral as specified in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and clause (iii) to bring an action above shall automatically become effective, in each case without further act of the Administrative Agent or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail All accounting terms not specifically or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, completely defined herein shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be paid submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470–20 on financial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the Agent hereunder extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have election under the immediately preceding provisions or otherwise, the Agent shall be entitled FASB ASC Topic 825 “Financial Instruments” (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iiifinancial accounting standard having a similar result or effect) to bring an action value any Indebtedness of the Borrower or suit against such Defaulting Lender in a court any Subsidiary at “fair value”, as defined therein. For purposes of competent jurisdiction determining the amount of any outstanding Indebtedness, no effect shall be given to recover the defaulted amount and (x) any related interest. Any amounts received election by the Agent Borrower to measure an item of Indebtedness using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825–10–25 (formerly known as FASB 159) or any similar accounting standard) or (y) any change in respect accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016–02, Leases (Topic 842), to the extent such adoption or change would require recognition of a Defaulting Lender’s Loans shall lease liability where such lease (or similar arrangement) would not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans have required a lease liability under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultGAAP as in effect on December 31, 2015.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two (2) Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of all of the Lenders or the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document Document, and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (bSection 3.11(b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default. Subject to the terms of this Agreement (including, without limitation, Section 12.15), the Borrower does not waive any claim that it may have against a Defaulting Lender.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail All accounting terms not specifically or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, completely defined herein shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be paid submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements of the Company and its Subsidiaries for the fiscal year ending December 31, 2021, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Company and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470–20 on financial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the Agent hereunder extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have election under the immediately preceding provisions or otherwise, the Agent shall be entitled FASB ASC Topic 825 “Financial Instruments” (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iiifinancial accounting standard having a similar result or effect) to bring an action or suit against such Defaulting Lender in a court value any Indebtedness of competent jurisdiction the Company and its Subsidiary at “fair value”, as defined therein. For purposes of determining the amount of any outstanding Indebtedness, no effect shall be given to recover the defaulted amount and (x) any related interest. Any amounts received election by the Agent Company to measure an item of Indebtedness using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825–10–25 (formerly known as FASB 159) or any similar accounting standard) or (y) any change in respect accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016–02, Leases (Topic 842), to the extent such adoption would require recognition of a Defaulting Lender’s Loans shall lease liability where such lease (or similar arrangement) would not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans have required a lease liability under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultGAAP as in effect on December 31, 2015.

Generally. If for any reason any Lender (a “"Defaulting Lender”") shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two (2) Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s 's right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of all of the Lenders or the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document Document, and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s 's Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (bSection 3.11(b) or paid to such Defaulting Lender upon the Defaulting Lender’s 's curing of its default.

Generally. If for any reason any Lender (shall become a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, then such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect ofof any amendment, to consent to or waiver of the terms of this Agreement or any other Loan Document, or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Requisite Lenders, Lenders shall be suspended during while such Lender remains a Defaulting Lender; provided, however, that the pendency foregoing shall not permit (i) a decrease in the principal amount of such failure Lender’s Loan or refusal(ii) an extension of the maturity date of such Lender’s Loan or other Obligations owing to such Lender, without such Lender’s consent. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which then the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received No Loan of any Lender shall be increased or otherwise affected, and except as otherwise expressly provided in this Section, performance by the Agent in respect Borrower of a Defaulting Lender’s Loans its obligations hereunder and under the other Loan Documents shall not be paid excused or otherwise modified, as a result of the operation of this Section. The rights and remedies of the Borrower, the Administrative Agent and the Lenders against a Defaulting Lender under this Section are in addition to any other rights and remedies the Borrower, the Administrative Agent and the Lenders may have against such Defaulting Lender and shall be held uninvested by under this Agreement, any of the Agent and either applied against the purchase price of such Loans under the following subsection (b) other Loan Documents, Applicable Law or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultotherwise.

Generally. If for any reason (i) Each Loan shall be made as part of a Revolving Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender (a “Defaulting Lender”) to make any Loan required to be made by it shall fail or refuse to perform not relieve any other Lender of its obligations under this Agreement or hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right failure to participate in the administration of the Loansmake Loans as required. (ii) Subject to Section 2.16, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, each Revolving Borrowing shall be suspended during the pendency comprised entirely of such failure ABR Loans or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or Eurodollar Loans as the Borrower may have under request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the immediately preceding provisions or otherwise, obligation of the Agent Borrower to repay such Loan in accordance with the terms of this Agreement. (iii) Each Revolving Borrowing shall be entitled (i) if comprised of ABR Loans be in an aggregate amount not less than $500,000 and in integral multiples of $50,000 in excess thereof; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to collect interest from such Defaulting Lender on such delinquent payment for the period from entire unused balance of the date on which Loan Limit or that is required to finance the payment was due until the date on which the payment is made at the Federal Funds Ratereimbursement of an Letter of Credit Disbursement as contemplated by Section 2.2(c)(i), (ii) to withhold or setoff at the commencement of each Interest Period for any Eurodollar Revolving Borrowing, if comprised of Eurodollar Loans be in an aggregate amount not less than $1,000,000 and to apply in satisfaction integral multiples of the defaulted payment and any related interest$500,000 in excess thereof, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court consist of competent jurisdiction to recover Loans of the defaulted amount and any related interest. Any amounts received same Type made on the same day by the Agent in respect Lenders ratably according to their respective Commitments. Revolving Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a Defaulting Lender’s Loans total of seven (7) Eurodollar Revolving Borrowings outstanding. (iv) Notwithstanding any other provision of this Agreement, the Borrower shall not be paid entitled to such Defaulting Lender and shall be held uninvested by request, or to elect to convert or continue, any Revolving Borrowing if the Agent and either applied against Interest Period requested with respect thereto would end after the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultMaturity Date.

Generally. If for any reason any Lender The Assignor has sold, assigned, transferred and set over and does hereby sell, assign, transfer and set over unto the Lessor (a “Defaulting Lender”i) shall fail or refuse the right upon valid tender of the Aircraft by AVSA in accordance with the Purchase Agreement to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within purchase the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition Aircraft pursuant to the rights and remedies that may be available to Purchase Agreement for the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate amount specified in the administration of invoice in respect thereof to be delivered by AVSA on the LoansDelivery Date therefor (including, this Agreement and the other Loan Documents, including without limitation, any the right to vote in respect of, to consent to or to direct any action or inaction accept delivery of the Agent or Aircraft through an appointed representative which may be an employee of the Assignor) and the right to be taken into account named the "Buyer" in the calculation Bill of Sale and the Requisite Lenders, shall be suspended during right to enforce the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have same under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds RateConsent and Xxxxanty, (ii) the right to withhold or setoff take and to apply in satisfaction of hold the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document Aircraft and (iii) all of the Assignor's other right, title and interest in and to bring an action or suit against the Purchase Agreement and the Consent and Guaranty (insofar as it relates to the Purchase Agreement), as and to the extent that the same relates to the Aircraft and, except to the extent reserved below, the operation of the Aircraft, including, without limitation, in such Defaulting Lender in a court of competent jurisdiction assignment to recover the defaulted amount and any related interest. Any amounts received by the Agent Lessor (A) all claims for damages in respect of such Aircraft arising as a Defaulting Lender’s Loans result of any default by AVSA under the Purchase Agreement, or by any vendor or other supplier of aircraft engines or other parts or equipment installed on or in the Aircraft, including, without limitation, all warranty, service life policy and indemnity provisions in the Purchase Agreement in respect of the Aircraft and all claims thereunder and under the Consent and Guaranty and (B) any and all rights of the Assignor to compel performance of the terms of the Purchase Agreement and the Consent and Guaranty in respect of the Aircraft, including all warranty and indemnification provisions in the Purchase Agreement and the Consent and Guaranty and claims thereunder with respect to the Aircraft; reserving to the Assignor, however, (1) all the Assignor's rights and interests in and to the Purchase Agreement and the Consent and Guaranty as and to the extent that the Purchase Agreement and the Consent and Guaranty relate to aircraft other than the Aircraft and the purchase and operation of such aircraft and to the extent that the Purchase Agreement and the Consent and Guaranty relate to any other matters not directly pertaining to the Aircraft, (2) all the Assignor's rights and interests in or arising out of any payments, advance payments or deposits made by the Assignor in respect of the Aircraft under the Purchase Agreement or amounts credited or to be credited or paid or to be paid by the Guarantor or AVSA to the Assignor in respect of the Aircraft or otherwise (except amounts credited with respect to warranty claims to the extent set forth in Section 2(b) hereof) as of the date of purchase, (3) the rights to demand, accept and retain all rights in and to all property (other than the Aircraft), data and service, other than data and service provided under Clauses 12 and 13 of the Purchase Agreement, that AVSA and the Guarantor are obligated to provide or do provide pursuant to the Purchase Agreement and the Consent and Guaranty, respectively, with respect to the Aircraft, (4) all of the Assignor's right, title and interest in and to the Purchase Agreement and the Consent and Guaranty as and to the extent that the same relates to specification changes, performance and operation pertaining to the Aircraft, other than sub-Clause 2.1 and Clauses 12 and 13 of the Purchase Agreement and under the Consent and Guaranty to the extent relating thereto, (5) the right to obtain services, training, data and demonstration and test flights pursuant to the Purchase Agreement, (6) the right to maintain plant representatives at the Guarantor's plant pursuant to the Purchase Agreement, and (7) all rights set forth in any exhibits, appendices and letter agreements, as at any time amended, modified or supplemented, to the Purchase Agreement, and under the Consent and Guaranty to the extent relating thereto; provided, however, that the reservation set forth in this Section 2(a)(7) shall not be paid to such Defaulting Lender in any way limit the rights of the Lessor arising under Sub-clause 2.1 and shall be held uninvested by Clauses 12 and 13 of the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultPurchase Agreement.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under Except as otherwise provided in this Agreement Section 16.1, all payments made by Borrower hereunder or any other Loan Document to which it will be made free and clear of, and without deduction or withholding for, any Taxes, except as required by applicable law. In the event any deduction or withholding of Taxes is a party within the time period specified for performance of such obligation orrequired by applicable law, if no time period is specified, (a) if such failure Taxes are Indemnified Taxes, the sum payable to Lenders shall be increased as may be necessary so that after making all required deductions or refusal continues withholding for a period of two Business Days after notice from the AgentIndemnified Taxes, then, in addition Lenders receive an amount equal to the rights sum they would have received had no such deductions or withholding been made, provided that Borrower shall not be required to increase any such amounts payable to Lenders if the increase in such amount payable results from Agent’s or such Lender’s own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction); (b) if such Taxes are Excluded Taxes, the sum payable to Lenders shall not be increased, (c) Borrower or Agent shall make such deductions or withholding and remedies that may the amount deducted or withheld shall be available treated as paid to the Agent or the Borrower relevant Lender for all purposes under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitationand (d) Borrower will furnish to Agent as soon as practicable after the date the payment of any such Indemnified Tax is due to a Governmental Authority pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower agrees to pay any right to vote in respect present or future stamp, value added or documentary Taxes or any other excise or property Taxes that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Document. For the purposes of this Section 16, the term “Lender in shall include a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultParticipant.

Generally. If Notwithstanding the provisions of Section 2.4(b)(iv), Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers (or any of them) to Agent for the Defaulting Lender’s benefit or any reason proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first, to the Swing Lender to the extent of any Swing Loans that were made by the Swing Lender and that were required to be, but were not, paid by the Defaulting Lender; provided that if any Tranche B Facility exists at such time, Swing Loans shall be treated as Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be treated as Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be treated as Tranche A Revolving Loans, (B) second, to Issuing Banks, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (C) third, to each Non-Defaulting Lender ratably in accordance with their Revolver Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of a Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), (D) to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of the Borrowers (upon the request of Borrowers and subject to the conditions set forth in Section 3.3) as if such Defaulting Lender had made its portion of Revolving Loans (or other funding obligations) hereunder, and (E) from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (M) of Section 2.4(b)(iv). Subject to the foregoing, Agent may hold and, in its discretion, re-lend to the Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.10(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Xxxxxx’s Revolver Commitments shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i) through (iv) and (xii). The provisions of this Section 2.3(i) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Agent, Issuing Banks, and Borrowers shall have waived, in writing, the application of this Section 2.3(i) to such Defaulting Lender”, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.3(i)(ii) shall fail be released to the Borrowers). The operation of this Section 2.3(i) shall not be construed to increase or otherwise affect the Revolver Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to Agent, Issuing Banks, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrowers, at their option, upon written notice to Agent, to arrange for a substitute Xxxxxx to assume the Revolver Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Xxxxxx, the Defaulting Lender shall have no right to refuse to perform be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Xxxxxx (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the applicable Letters of Credit); provided, that, subject to Section 18.15, any such assumption of the Revolver Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of its obligations under the Lender Group’s or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 2.3(i) and any other provision contained in this Agreement or any other Loan Document to which Document, it is a party within the time period specified for performance intention of the parties hereto that such obligation orprovisions be read together and construed, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect offullest extent possible, to consent to or to direct any action or inaction of be in concert with each other. In the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent event of any amount required to actual, irreconcilable conflict that cannot be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwiseresolved as aforesaid, the Agent terms and provisions of this Section 2.3(i) shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff control and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultgovern.

Generally. If Each Party shall keep complete, true and accurate books of account and records for any reason any Lender the purpose of determining the amounts payable under this Agreement (including, for avoidance of doubt, Development Costs, Commercial Manufacturing Costs, Commercialization Expenses, Sublicensing Income, Third Party license payments, Shared Costs, and Profits and Losses). Such books and records shall be kept at the principal place of business of each Party, as the case may be, for at least [***] years (or such longer period as required by applicable Law) following the end of the Calendar Year to which they pertain, provided that SGEN shall keep such books and records that are related to Reimbursable [***] for a Collaboration Product for at least [***] years following the [***] for such Collaboration Product. Each Party (the “Defaulting LenderAudited Party”) shall fail make such account and records available, on reasonable notice sent by the other Party (the “Auditing Party”), for inspection during normal business hours, with not less than [***] Business Days’ advance written notice, by an independent certified public accounting firm nominated by such and reasonably acceptable for the Audited Party, for the purpose of verifying the accuracy of any statement or refuse report given by the Audited Party and to verify the accuracy of the payments due hereunder for any Calendar Year. Such auditor shall advise the Parties simultaneously promptly upon its completion of its audit whether or not the payments due hereunder have been accurately recorded, calculated, and reported, and, if not, then the amount of such discrepancy. A Party’s financial records with respect to a given period of time shall only be subject to [***] audit per Calendar Year except in the case of willful misconduct or fraud. The Auditing Party’s right to perform an audit pertaining to any of its obligations under this Agreement or any other Loan Document to which it is a party within Calendar Year shall expire [***] years after the time period specified for performance end of such obligation orCalendar Year, if no time period is specified, if such failure or refusal continues provided that PIRS shall have the right to perform an audit of Reimbursable [***] for a Collaboration Product for a period of two Business Days after notice from [***] years following the Agent[***] for such Collaboration Product (which, thenfor the avoidance of doubt, shall include all such Reimbursable [***] even if incurred more than [***] years prior to the audit). The auditor shall be required to keep confidential all information learned during any such inspection, and to disclose to the Auditing Party only such details as may be necessary to report the accuracy of the Audited Party’s statement or report. The Auditing Party shall be responsible for the auditor’s costs, unless the auditor certifies that there was a variation or error of underpayment or overpayment of Shared Costs by the Auditing Party exceeding [***] percent ([***]%) of the amount stated for any period covered by the inspection, in addition which case all reasonable costs relating to the rights and remedies inspection for such period shall be borne by the Audited Party. If such accounting firm correctly identifies a discrepancy made during such period, any unpaid amounts or overpaid amounts that may are discovered shall be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate paid/refunded promptly but in the administration any event within [***] days of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction date of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency delivery of such failure accounting firm’s written report so correctly concluding, or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts as otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received agreed upon by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultParties.

Generally. If for Subject to the conditions in this Section 2.7, at any reason any Lender time and from time to time, Borrower may substitute (each such act is hereafter referred to as a "SUBSTITUTION") a property (a “Defaulting Lender”"SUBSTITUTE PROPERTY") shall fail or refuse to perform any for an Individual Property (a "REPLACED PROPERTY"). From and after the substitution of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, Substitute Property in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Lawaccordance herewith, such Defaulting Lender’s right to participate in the administration of the Loans, Substitute Property shall thereafter be deemed an Individual Property under this Agreement and the other Security Instrument, and the Allocated Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction Amount of such Substitute Property shall be the same as the Allocated Loan Amount of the Agent Replaced Property, except that in the event that two (2) or more Substitute Properties replace a single Replaced Property, then in that event, the Allocated Loan Amount of the Replaced Property shall be apportioned between or amongst the Substitute Properties as Lender in its sole discretion decides. In the event of a substitution, the Note shall remain in full force and effect and a new Security Instrument encumbering the Substitute Property (the "SUBSTITUTE SECURITY INSTRUMENT") shall be executed and delivered by Borrower to Lender to encumber the Substitute Property. Concurrently with the completion of all steps necessary to substitute a Substitute Property as provided herein, Lender shall execute or cause to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of executed all such failure documents as are necessary or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled appropriate (i) to collect interest from such Defaulting release all Liens granted to Lender on such delinquent payment for and affecting the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds RateReplaced Property, and (ii) to withhold cause the Substitute Security Instrument to be cross-collateralized and cross-defaulted with the Security Instrument. Notwithstanding anything to the contrary hereinbefore contained, Borrower's right to substitute a Property as herein provided shall be subject to the additional limitation that at any time the Allocated Loan Amount of such Substitute Property, individually or setoff and to apply in satisfaction when aggregated with the Allocated Loan Amounts of all other Properties which are or were a Substitute Property shall not constitute more than 33 1/3 % of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court original outstanding principal amount of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultLoan.

Generally. If Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Loan Party or any Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any reason information relating to any Lender (a “Defaulting Lender”) shall fail Loan Party or refuse to perform any of its obligations under Affiliates that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other Loan Document to which it is a party within agreement, instrument or document, or (v) the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent satisfaction of any amount condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly required to be paid delivered to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent. The Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment rely upon, and shall not incur any liability for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Raterelying upon, (ii) any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to withhold or setoff be genuine and to apply have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for any Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in satisfaction accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the defaulted payment preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any related interestsuch sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any amounts otherwise time by notifying the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which successor shall be approved by the Borrowers (which approval shall not be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank reasonably acceptable to the Borrowers. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. Any fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such Defaulting successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.3 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Each Lender under this Agreement acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Loan Document Lender and (iii) based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to bring an enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and based upon this Agreement, any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) agreement or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultany document furnished hereunder or thereunder.

Generally. If for (a) The Lessee agrees to indemnify each Indemnitee against and agrees to protect, defend, save and keep harmless each Indemnitee from any reason and all liabilities, obligations, losses, damages (including if, as a result of an Indenture Event of Default described in Section 7.01(a)(i) of the Indenture, the Indenture Trustee shall have sold all or any Lender portion of the Indenture Estate and the proceeds thereof were less than an amount equal to accrued and unpaid Basic Rent on the date of sale plus the Stipulated Loss Value as of such date, damages equal to such shortfall together with interest thereon to the extent permitted by law at the Debt Rate until such shortfall is paid in full), penalties, claims, actions, suits, costs, disbursements and expenses (a “Defaulting Lender”including reasonable legal fees and expenses and all costs and expenses relating to amendments, supplements, adjustments, consents, refinancings and waivers under the Operative Agreements except as otherwise provided in Section 10.01(c)(i) shall fail or refuse to perform Article 15 hereof) of every kind and nature (whether or not any of its obligations under the transactions contemplated by this Agreement are consummated) (individually, an "Expense," collectively, "Expenses"), which may be imposed on, incurred or suffered by or asserted against any Indemnitee, in any way relating to, based on or arising out of: (i) the Original Agreements, this Agreement, the Lease, the Indenture, the Pass Through Agreement, the Trust Agreement, the Intercreditor Agreement, the Liquidity Facilities, AVSA's FAA Bill of Sale, AVSA's Warranty Bill of Sale or any other Loan Document to which it is a party within Operative Xxxxement or any other documenx xxtered into in connection herewith or any sublease or transfer or any transactions contemplated hereby or thereby; (ii) the time period specified for performance of such obligation oroperation, if no time period is specifiedpossession, if such failure use, non-use, maintenance, storage, overhaul, delivery, non-delivery, control, repair or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration testing of the LoansAircraft, this Agreement and Airframe, or any Engine or any engine used in connection with the Airframe, or any part thereof by the Lessee, any sublessee or any other Loan DocumentsPerson whatsoever, whether or not such operation, possession, use, non-use, maintenance, storage, overhaul, delivery, non-delivery, control, repair or testing is in compliance with the terms of the Lease, including without limitation, claims for death, personal injury or property damage or other loss or harm to any right Person whatsoever, including, without limitation, any passengers, shippers or other Persons wherever located, and claims relating to vote any laws, rules or regulations, including, without limitation, environmental control, noise and pollution laws, rules or regulation; (iii) the manufacture, design, sale, return, purchase, acceptance, rejection, delivery, non-delivery, condition, repair, modification, servicing, rebuilding, airworthiness, registration, reregistration, import, export, performance, non-performance, lease, sublease, transfer, merchantability, fitness for use, alteration, substitution or replacement of any Airframe, Engine, or Part under the Lease, the Purchase Agreement, the Purchase Agreement Assignment, the GTA or the Engine Warranty Assignment or other transfer of use or possession, or other disposition of the Aircraft, the Airframe, any Engine or any Part including, without limitation, latent and other defects, whether or not discoverable, strict tort liability, and any claims for patent, trademark or copyright infringement; (iv) any breach of or failure to perform or observe, or any other non-compliance with, any condition, covenant or agreement to be performed, or other obligations of the Lessee under any of the Operative Agreements or the Original Agreements, or the falsity or inaccuracy of any representation or warranty of the Lessee in respect ofany of the Operative Agreements or the Original Agreements (other than representations and warranties in the Tax Indemnity Agreement); (v) the Collateral Account and the Liquid Collateral; (vi) the enforcement of the terms of the Operative Agreements or the Original Agreements and the administration of the Trust Indenture Estate; and (vii) the offer, to consent issuance, sale or delivery of any Certificate or any Pass Through Certificate, or any refunding or refinancing thereof, or interest in the Lessor's Estate or the Trust Agreement or the Original Trust Agreement or any similar interest or in any way relating to or arising out of the Trust Agreement or the Original Trust Agreement and the Lessor's Estate, the Indenture or the Original Indenture or the Trust Indenture Estate (including, without limitation, any claim arising out of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other federal or state statute, law or regulation, or at common law or otherwise relating to direct any securities), or the action or inaction of the Agent Owner Trustee or to be taken into account Indenture Trustee as trustees, in the calculation manner contemplated by this Agreement, the Original Participation Agreement, the Indenture, the Original Indenture, the Indenture and Security Agreement Supplement, the Trust Agreement or the Original Trust Agreement and in the case of the Requisite LendersOwner Participant or the Initial Owner Participant, shall as the case may be, its obligations arising under Section 6.01 of the Trust Agreement or the Original Trust Agreement. The foregoing indemnity by the Lessee is intended to include and cover, but is not limited to, any Expense to which the Indemnitees may be suspended subject as a result of their respective ownership or leasing of any interest in the Aircraft, Airframe, any Engine or Part during the pendency of Term, whether or not in the Lessee's possession or control, insofar as such failure Expense relates to any activity or refusal. If a Lender event whatsoever involving such item while it is a Defaulting Lender because it has failed to make timely payment under lease to the Agent Lessee (or after termination of any amount required to be paid the Lease in connection with the exercise of remedies thereunder to the Agent hereunder (without giving effect extent that such Expense is attributable to any notice or cure periodsthe transactions contemplated hereby and by the other Operative Agreements and the Original Agreements), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction Expense does not fall within any of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iiiexceptions listed in Section 9.01(b) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaulthereof.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Administrative Agent, then, in addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement Agreement, and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to to, or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, and (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interestDocument. Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Administrative Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default. Borrower shall not have any liability in respect of such action by Administrative Agent.

Generally. If for Notwithstanding anything in any reason Credit Document to the contrary, so long as (i) no Default or Event of Default has occurred and is continuing on both the date a Discounted Prepayment Notice (as defined below) is delivered to the Administrative Agent and Lenders and the date a Discounted Prepayment (as defined below) is made (both before and after giving effect thereto), (ii) all parties to such transaction render a Big Boy Letter and (iii) no proceeds of Revolving Loans are used to make any Lender such Discounted Prepayment, the Borrower or other Credit Party (in such capacity, the “Discounted Prepayment Offeror”) will be permitted to (A) offer to make voluntary prepayments of the Term Loans (each, a “Defaulting LenderDiscounted Prepayment”) shall fail on one or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition more occasions pursuant to the rights provisions of this Section 2.25, and remedies that may be available (B) make such Discounted Prepayment on one or more occasions pursuant to the Agent or the Borrower under provisions of this Agreement or Applicable LawSection 2.25 (it being understood that no Lender will have an obligation to accept a Discounted Prepayment). As used herein, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If “Big Boy Letter” means a letter from a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder acknowledging that (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or 1) the Borrower may have under information regarding the immediately preceding provisions or otherwiseBorrower and the Subsidiaries, their ability to perform the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement Obligations or any other Loan Document material information that has not previously been disclosed to the Administrative Agent and the Lenders (“Excluded Information”), (2) the Excluded Information may not be available to such Lender, (3) such Lender has independently and without reliance on any other party made its own analysis and determined to assign Term Loans to the Borrower pursuant to this Section 2.25 notwithstanding its lack of knowledge of the Excluded Information and (iii4) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount waives and releases any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied claims it may have against the purchase price Administrative Agent, the Borrower and the Subsidiaries with respect to the nondisclosure of the Excluded Information; or otherwise in form and substance reasonably satisfactory to the Administrative Agent, the Borrower and assigning such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If This is a guaranty of payment and not of collection. The liability of Guarantors under this Guaranty shall be direct and not conditional or contingent upon the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against any collateral which may exist for the Loan. Guarantors waive any reason right to require that an action be brought against Borrower or any other person or to require that resort be had to any collateral for the Loan or to any balance of any deposit account or credit on the books of Administrative Agent or any Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (a “Defaulting Lender”whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or refuse liability as provided in the Loan Documents, Guarantors shall nevertheless be fully liable therefor. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent and each Lender shall have the right to perform enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Administrative Agent and each Lender in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity, in each case pursuant to the terms and provisions of the Credit Agreement and other Loan Documents. If the Guaranteed Obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of its the remedies available to Administrative Agent or any Lender, this Guaranty shall nevertheless remain in full force and effect, and Guarantors shall remain liable for all remaining Guaranteed Obligations, even though any rights which Guarantors may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Guarantors shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. Subject to Section 4, this Guaranty shall be effective as a waiver of, and Guarantors hereby expressly waive, any and all rights to which Guarantors may otherwise have been entitled under any suretyship laws in effect from time to time, including any right or privilege, whether existing under statute, at law or in equity, to require Administrative Agent or any Lender to take prior recourse or proceedings against any collateral, security or Person whomsoever. All payments, whether voluntary or involuntary, received by Administrative Agent or any Lender with respect to the Guaranteed Obligations from any source other than Guarantors, including, without limitation, payments from Borrower or any other guarantor and amounts received from any collateral may, for purposes of determining Guarantors’ obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation orGuaranty, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition be applied to the rights and remedies that may be available to Guaranteed Obligations in such order as the Administrative Agent or shall elect in accordance with the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Credit Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If for On the terms and subject to the conditions hereof, each Conduit Lender may in its sole discretion make, and each Committed Lender severally and not jointly agrees to make (if the Conduit Lender in its related Lender Group elects not to make), Loans to the Borrower from time to time on any reason day during the Revolving Period, but no more than once a week, in an amount in respect of any Lender Group not to exceed at any time its Lender Group’s Pro Rata Share of the Aggregate Commitment. No Lender shall be required to extend its portion of any Advance hereunder, and no Advance shall be extended, if: (a “Defaulting i) such Lender”) shall fail or refuse to perform ’s portion of any of requested Advance would exceed its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance Pro Rata Share of such obligation or, if no time period is specified, Advance or such Lender’s Lender Group’s portion of such Advance would exceed its Pro Rata Share of the Aggregate Commitment; (ii) if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Conduit Lender, the extension of the related Loan would result in the aggregate principal amount of the Loans extended by such Conduit Lender because it exceeding its Conduit Lending Limit, or if such Lender is a Committed Lender, the extension of the related Loan would result in the aggregate principal amount of the Loans extended by such Committed Lender exceeding its Commitment; (iii) the Termination Date has failed occurred; or (iv) any condition to make timely payment making such Advance set forth in Article III shall not have been satisfied. Subject to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods)terms, in addition to other rights conditions, provisions and remedies which the Agent or limitations set forth herein, the Borrower may have under borrow, repay or prepay and reborrow Loans during the immediately preceding provisions or otherwise, the Agent Revolving Period. The Loans shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received secured by the Agent Collateral pursuant to Section 2.16. Collections received in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and the Collateral shall be held uninvested by applied in accordance with the Agent and either applied against the purchase price provisions of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultSection 2.08.

Generally. If (a) Such Guarantor is fully aware of the financial condition of the Company and is delivering this Guaranty based solely upon its own independent investigation and in no part upon any representation or statement of any Noteholder with respect thereto. Such Guarantor is in a position to obtain, and hereby assumes full responsibility for obtaining, any reason additional information concerning the financial condition of the Company as such Guarantor may deem material to its obligations hereunder, and such Guarantor is not relying upon, nor expecting, any Lender Noteholder to furnish it any information concerning the financial condition of the Company. (b) As of the date of the execution and delivery of this Guaranty, the fair salable value of the assets of such Guarantor, taken as a “Defaulting Lender”whole, exceeds its liabilities, taken as a whole; such Guarantor is able to pay and discharge all of its debts (including, without limitation, its current liabilities) shall fail as they become due and after giving effect to the transactions contemplated by this Guaranty, such Guarantor will not become unable to pay and discharge such debts as they become due; there are no presently pending material court or refuse administrative proceedings or undischarged judgments against the Guarantor; and no tax Liens have been filed or threatened against such Guarantor, nor is such Guarantor in default or claimed default under any agreement for borrowed money. (c) Such Guarantor is a corporation, limited liability company or partnership duly organized and validly existing and in good standing under the laws of its jurisdiction of organization. Such Guarantor has the corporate, limited liability company or partnership, as the case may be, power to perform own its Properties and carry on its business as it is now being conducted. Such Guarantor has the valid authority and the corporate, limited liability company or partnership, as the case may be, power to enter into and perform, and has taken all necessary action to authorize the entry into, and the performance and delivery of, this Guaranty and the transactions contemplated hereby. (d) This Guaranty has been duly authorized by all necessary action on the part of such Guarantor, has been duly executed and delivered by duly authorized officers of such Guarantor, and constitutes a legal, valid and binding obligation of such Guarantor. (e) The entry into and performance of this Guaranty and the transactions contemplated hereby do not and will not conflict with any applicable law or regulation or official or judicial order, conflict with the articles or certificate of incorporation, other constitutive document, or bylaws, of such Guarantor, conflict with any agreement or document to which such Guarantor is a party or that is binding upon it or any of its obligations under this Agreement Properties, or result in the creation or imposition of any other Loan Document to which it is a party within the time period specified for performance Lien on any of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition its Properties pursuant to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent provisions of any amount required to be paid to the Agent hereunder (without giving effect to any notice agreement or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultdocument.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in In addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or Applicable Lawapplicable law, if at any time a Lender is a Defaulting Lender such Defaulting Lender’s 's right to participate in the administration of the Loans, this Agreement and the other Loan Credit Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Requisite Required Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Credit Document until such defaulted payment and related interest has been paid in full and such default no longer exists and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s 's Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Administrative Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the default of such Defaulting Lender’s curing of its defaultLender being cured.

Generally. If (i) Except in the case of circumstances described in Section 3.03(b), if for any reason in connection with any Lender request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a “Defaulting Lender”A) shall fail or refuse the Administrative Agent determines that (1) Dollar deposits are not being offered to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within banks in the time period specified London interbank Eurodollar market for performance the applicable amount and Interest Period of such Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (B) the Required Lenders or the Administrative Agent determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender, then thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Base Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Base Rate Loans or Interest Periods) or, if no time period is specifiedfailing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if such failure or refusal continues for a period the Administrative Agent has made the determination described in clause (a)(i)(A) of two Business Days after notice from this section, the Administrative Agent, thenin consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in addition which case, such alternative rate of interest shall apply with respect to the rights and remedies that may be available Impacted Loans until (A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i)(A) of the first sentence of this section, (B) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower under this Agreement that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or Applicable Law(C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Defaulting Lender’s right Lender or its applicable Lending Office to participate in make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the administration authority of such Lender to do any of the Loans, this Agreement foregoing and provides the Administrative Agent and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any Borrower written notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultthereof.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in In addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or Applicable Lawapplicable law, if at any time a Lender is a Defaulting Lender such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Credit Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Requisite Required Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Credit Document until such defaulted payment and related interest has been paid in full and such default no longer exists and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Administrative Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the default of such Defaulting Lender’s curing of its defaultLender being cured.

Generally. If for any reason any Lender (a “"Defaulting Lender”") shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two (2) Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower Borrowers under this Agreement or Applicable Law, such Defaulting Lender’s 's right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of all of the Lenders or the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower Borrowers may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document Document, and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s 's Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (bSection 3.11(b) or paid to such Defaulting Lender upon the Defaulting Lender’s 's curing of its default.

Generally. If Subject to the terms and conditions set forth in this Agreement, upon the written request of the Company in accordance herewith, the Issuing Lender shall issue Letters of Credit at any time during the Revolving Credit Commitment Period with pro rata participation by all of the Lenders in accordance with their respective Commitment Proportions. Notwithstanding the foregoing, no Letter of Credit shall be issued if, after giving effect to the same, the Dollar Equivalent Amount of the Aggregate Outstandings would exceed the Total Commitment or Aggregate Letters of Credit Outstanding would exceed $20,000,000. Furthermore, no Letter of Credit shall be issued without the consent of the Required Lenders during the occurrence and continuance of an Event of Default. Each request for any reason any issuance of a Letter of Credit shall be in writing and shall be received by the Issuing Lender by no later than 12:00 noon (a “Defaulting Lender”New York, New York time) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to on the day which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of at least two Business Days prior to the proposed date of issuance. Such issuance shall occur by no later than 5:00 p.m. on the proposed date of issuance (assuming proper prior notice as aforesaid). Subject to the terms and conditions contained herein, the expiry date, the type of Letter of Credit (i.e., Commercial Letter of Credit or Standby Letter of Credit) and the amount and beneficiary of the Letters of Credit will be as designated by the Company. The Issuing Lender shall promptly notify the Administrative Agent and the Lenders of the issuance of any Letter of Credit and of the amounts of all Letters of Credit issued hereunder and of any extension, reduction, termination or amendment of any Letter of Credit. Each Letter of Credit issued by the Issuing Lender hereunder shall be denominated in Dollars and shall identify: (i) the dates of issuance and expiry of such Letter of Credit, (ii) the amount of such Letter of Credit (which shall be a sum certain), (iii) the beneficiary of such Letter of Credit, and (iv) the drafts and other documents necessary to be presented to the Issuing Lender upon drawing thereunder. In no event shall any Letter of Credit expire (or by its terms be required to be renewed to a date) after notice the Revolving Credit Commitment Termination Date. The Issuing Lender will not issue a Letter of Credit hereunder which expires after the earlier to occur of (1) one (1) year from the Agent, thendate of issuance of such Letter of Credit (or, in addition the case of any renewal or extension thereof, one year after such renewal or extension) and (2) the Revolving Credit Commitment Termination Date. The Company agrees to execute and deliver to the rights Issuing Lender such further documents and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate instruments in the administration connection with any Letter of the Loans, this Agreement and the other Loan Documents, Credit issued hereunder (including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of applications therefor) as the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Issuing Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of accordance with its defaultcustomary practices may reasonably request.

Generally. If for any reason Event of Default specified under Section 9.1 [Events of Default] shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lenders shall be under no obligation to issue, extend, increase or amend Letters of Credit and the Administrative Agent may, and upon the written request of the Required Lenders shall, take any or all of the following actions: (i) upon written notice to the Borrower, declare the commitment of each Lender to make Loans and any obligation of each Issuing Lender to issue, increase, amend or extend Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (a “Defaulting Lender”ii) shall fail upon written notice to the Borrower, declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or refuse to perform any of its obligations payable hereunder or under this Agreement or any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which it is are hereby expressly waived by the Borrower; (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a party within non-interest-bearing account with the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Administrative Agent, thenas Cash Collateral for its Obligations under the Loan Documents, in addition an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations; and (iv) exercise on behalf of itself, the Lenders and the Issuing Lenders all rights and remedies that may be available to it, the Agent Lenders and the Issuing Lenders under the Loan Documents; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the Issuing Lenders to issue, amend or extend any Letter of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate provide cash collateral as specified in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and clause (iii) to bring an action above shall automatically become effective, in each case without further act of the Administrative Agent or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If for a Fundamental Change occurs at any reason time prior to the Maturity Date of the Notes, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase any Lender (a “Defaulting Lender”) shall fail or refuse to perform any all of its obligations under this Agreement such Holder’s Notes or any other Loan Document portion thereof that is equal to $1,000 or an integral multiple of $1,000 in excess thereof, on a date specified by the Company that is no earlier than the 20th and not later than the 35th calendar day following the date of the Fundamental Change Company Notice, subject to extension to comply with applicable law (the “Fundamental Change Purchase Date”), at a purchase price in cash equal to 100% of the Principal Amount thereof, together with accrued and unpaid interest thereon to, but excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, if the Fundamental Change Purchase Date occurs after a Regular Record Date and on or prior to the Interest Payment Date to which it is relates, the Company will pay accrued and unpaid interest to the Holder of record on such Regular Record Date, and the Fundamental Change Purchase Price will be equal to 100% of the Principal Amount of the Notes to be purchased. Purchases of Notes under this Section 8.01 shall be made, at the option of the Holder thereof upon delivery to the Paying Agent of a party within duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth on the reverse of the Notes on or prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date, subject to extension to comply with applicable law, which must specify: (1) if the Notes are Physical Notes, the certificate numbers of the Holder’s Notes to be delivered for purchase; (2) the portion of the Principal Amount of the Holder’s Notes to be purchased, which must be $1,000 or an integral multiple in excess thereof; and (3) that the Holder’s Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; and (4) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) (together with all necessary endorsements) at any time period specified for performance on or prior to the Business Day immediately preceding the Fundamental Change Purchase Date, subject to extension to comply with applicable law, at the applicable Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company), such obligation or, delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 8.01 only if no time period is specifiedthe Notes so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice; provided that, if such failure or refusal continues for a period of two Business Days after notice from Holder’s Notes are not Physical Notes, such Holder must comply with the Agent, then, in addition Applicable Procedures. Any purchase by the Company contemplated pursuant to the rights and remedies that may provisions of this Section 8.01 shall be available to consummated by the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration delivery of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or Fundamental Change Purchase Price to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Holder promptly following the later of the Fundamental Change Purchase Date or the time of the book-entry transfer or delivery of the Notes. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) the Fundamental Change Purchase Notice contemplated by this Section 8.01 shall have the right to withdraw such Fundamental Change Purchase Notice (in respect whole or in part) at any time prior to the Close of Business on the Business Day prior to the Fundamental Change Purchase Date by delivery of a Defaulting Lender’s Loans shall not be paid written notice of withdrawal to such Defaulting Lender and shall be held uninvested the Trustee (or other Paying Agent appointed by the Company) in accordance with Section 8.02 below. The Paying Agent and either applied against shall promptly notify the purchase price Company of such Loans under the following subsection (b) receipt by it of any Fundamental Change Purchase Notice or paid to such Defaulting Lender upon the Defaulting Lender’s curing written notice of its defaultwithdrawal thereof.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail All accounting terms not specifically or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, completely defined herein shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be paid submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Historical Financial Statements (as in existence on the Effective Date), except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. In addition, in the case of any Permitted Convertible Indebtedness for which the embedded conversion obligation must be settled by paying solely cash, so long as substantially concurrently with the offering of such Permitted Convertible Indebtedness, the Borrower enters into a cash-settled Permitted Bond Hedge Transaction relating to such Permitted Convertible Indebtedness, notwithstanding any other provision contained herein, for so long as such Permitted Bond Hedge Transaction (or a portion thereof corresponding to the Agent hereunder (amount of outstanding Permitted Convertible Indebtedness) remains in effect in an amount sufficient to fully satisfy such conversion obligation in cash, all computations of amounts and ratios referred to herein shall be made as if the amount of Indebtedness represented by such Permitted Convertible Indebtedness were equal to the face principal amount thereof without regard to any mark-to-market derivative accounting for such Indebtedness. In addition, notwithstanding the foregoing, all financial covenants contained herein shall be calculated, and compliance with all other covenants shall be determined without giving effect to any notice or cure periodschange in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require (x) treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in addition effect on December 31, 2015 or (y) recognizing liabilities on the balance sheet with respect to other rights and remedies which the Agent or the Borrower may have operating leases under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultFAS 842.

Generally. If The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the transfers or exchanges of the Warrant Certificates as herein provided. The Warrant Agent shall from time to time register the transfer or exchange of any outstanding Warrant, in the records to be maintained by it for that purpose, upon surrender of such Warrant. Upon any such registration of transfer or exchange, a new Warrant Certificate shall be issued to the transferee in the case of a transfer or to the Holder making the exchange, and the surrendered Warrant Certificate shall be canceled by the Warrant Agent. Canceled Warrant Certificates shall be disposed of by the Warrant Agent in accordance with its customary procedures and the Warrant Agent shall deliver a certificate of their destruction to the Company. All Warrant Certificates issued upon any registration of transfer or exchange shall be valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form contained in Exhibit B hereto or such other form satisfactory to the Company and the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any reason registration of transfer or exchange of the Warrant Certificates. The Company may require payment of a sum sufficient to cover any Lender (a “Defaulting Lender”) shall fail tax or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies governmental charge that may be available imposed in connection with any registration of transfer or exchange of the Warrant Certificates. Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when any Warrant Certificate shall have been so endorsed, the Holder thereof may be treated by the Company, the Warrant Agent and all other persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to either exercise the rights represented thereby or to transfer the Warrants represented thereby on the register of the Company maintained by the Warrant Agent, any notice to the Agent or contrary withstanding; but until such transfer on such register, the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement Company and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of Warrant Agent may treat the Agent or to be taken into account in registered Holder thereof as the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment owner for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultall purposes.

Generally. On or before the date that is ten (10) business days following procurement of the Consent, Subtenant shall deposit with Sublandlord the sum of $495,000.00 (the "Security Deposit"). The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the provisions of this Sublease to be performed or observed by Subtenant. If Subtenant fails to pay rent or other sums due hereunder, or otherwise defaults with respect to any provisions of this Sublease, and such failure or default is not cured within the applicable notice and cure period, Sublandlord may use, apply or retain all or any portion of the Security Deposit for the payment of any reason any Lender (a “Defaulting Lender”) shall fail rent or refuse other sum in default, to repair or maintain the Subleased Premises, to perform any of its obligations under other terms, covenants, or conditions contained in this Agreement Sublease, or to compensate Sublandlord for any loss or damage which Sublandlord may suffer thereby. If Sublandlord so uses or applies all or any other Loan Document portion of the Security Deposit, Subtenant shall within ten (10) days after demand therefor deposit cash with Sublandlord in an amount sufficient to which it is a party within restore the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition Security Deposit to the rights full amount thereof and remedies that may Subtenant's failure to do so shall be available a material breach of this Sublease. Sublandlord shall not be required to keep the Agent Security Deposit separate from its general accounts. The Security Deposit, or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lendersso much thereof as has not theretofore been applied by Sublandlord, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed returned, without interest, to make timely payment Subtenant (or, at Sublandlord's option, to the Agent last assignee, if any, of any amount Subtenant's interest hereunder) within thirty (30) days following the later to occur of (x) the expiration or termination of the Term, and (y) Subtenant's vacation of the Subleased Premises. No trust relationship is created herein between Sublandlord and Subtenant with respect to the Security Deposit. Sublandlord will not be required to be paid to keep the Agent hereunder (without giving effect to any notice or cure periods), in addition to Security Deposit separate from its other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultaccounts.

Generally. If All payments hereunder and under any other Credit Document shall be made by the Borrowers without condition or deduction for any reason counterclaim, defense, recoupment or setoff of any Lender (kind. Except as otherwise specifically provided herein and except with respect to principal and interest on Loans denominated in an Alternative Currency, all payments made by a “Defaulting Lender”) Credit Party hereunder shall fail or refuse be made to perform the Applicable Agent, for the account of the respective Banks to which such payment is owed, in Dollars in Same Day Funds, at the Applicable Agent’s Office specified in Section 11.1. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Banks to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Applicable Agent may require that any of its obligations payments due under this Credit Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. All payments shall be received by the Applicable Agent not later than (i) 2:00 p.m. on the date when due in the case of payments in Dollars and (ii) the Applicable Time specified by the Administrative Agent on the date when due in the case of payments in Alternative Currencies. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Applicable Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrowers or any other Loan Document Credit Party maintained with the Applicable Agent (with notice to which it is a party within the Borrower Representative or such other Credit Party). The Borrowers shall, at the time period specified for performance of such obligation orit makes any payment under this Credit Agreement, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition specify to the rights and remedies that may be available to the Applicable Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and LOC Obligations, fees, interest or other amounts payable by the other Loan Documents, including without limitation, any right Borrowers hereunder to vote in respect of, to consent to or to direct any action or inaction of the Agent or which such payment is to be taken into account applied (and in the calculation of event that it fails so to specify, or if such application would be inconsistent with the Requisite Lendersterms hereof, the Applicable Agent shall be suspended during the pendency of distribute such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Banks in such manner as the Applicable Agent of any amount required may determine to be paid appropriate in respect of obligations owing by the Borrowers hereunder, subject to the terms of Section 3.13(a)). The Applicable Agent will distribute such payments to such Banks, if any such payment is received prior to 2:00 p.m. on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Applicable Agent will distribute such payment to such Banks on the next succeeding Business Day. Whenever any payment hereunder (without giving effect shall be stated to any notice or cure periods), in addition to other rights and remedies be due on a day which the Agent or the Borrower may have under the immediately preceding provisions or otherwiseis not a Business Day, the Agent due date thereof shall be entitled extended to the next succeeding Business Day (i) subject to collect accrual of interest from such Defaulting Lender on such delinquent payment and fees for the period from of such extension), except that in the date on which case of Eurocurrency Rate Loans, if the extension would cause the payment was due until to be made in the date next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which the payment is made at the Federal Funds Rate, (ii) to withhold results in more fees or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender as applicable, being paid than if computed on the basis of a 365 day year), or, in a court the case of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent interest in respect of a Defaulting Lender’s Loans shall not be paid denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultmarket practice.

Generally. If for any reason Event of Default specified under Section 9.1 [Events of Default] shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative Agent may, and upon the request of the Required Lenders shall, take any or all of the following actions: (i) declare the commitment of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (a “Defaulting Lender”ii) shall fail declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or refuse to perform any of its obligations payable hereunder or under this Agreement or any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which it is are hereby expressly waived by the Borrower; (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a party within non-interest-bearing account with the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Administrative Agent, thenas Cash Collateral for its Obligations under the Loan Documents, in addition an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations; and (iv) exercise on behalf of itself, the Lenders and the Issuing Lender all rights and remedies that may be available to it, the Agent Lenders and the Issuing Lender under the Loan Documents; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend any Letter of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate provide Cash Collateral as specified in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and clause (iii) to bring an action above shall automatically become effective, in each case without further act of the Administrative Agent or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse Notwithstanding anything to perform any of its obligations under the contrary contained in this Agreement but subject to the immediately following subsection (b), until the occurrence of the Reckson Limitation Termination Event: (i) the Parent and the Borrower shall not, and shall not permit any Subsidiary or any other Loan Document Person to, make any Investment in any Reckson Party; (ii) the Parent shall not permit any Reckson Party to acquire any asset (whether by means of a direct purchase, merger or otherwise); and (iii) the Parent shall not permit any Reckson Party to (x) convey, sell, lease, sublease, transfer or otherwise dispose of any Property (other than leases and subleases of Properties in the ordinary course of business) that is not subject to any Lien (other than Permitted Liens of the types described in clauses (a) through (d) of the definition of Permitted Liens) and is not subject to a Negative Pledge (such a Property being an “Unencumbered Property”), (y) incur, assume, or otherwise become obligated in respect of any Indebtedness secured by a Lien on any Unencumbered Property owned or leased by a Reckson Party or on any of the Parent’s direct or indirect ownership interest in such Reckson Party or (z) refinance any Indebtedness in respect of which it any Reckson Party is obligated, unless in the case of any of the preceding clauses (x) through (z), all Net Cash Proceeds payable to or for the account of any Reckson Party are paid, or immediately distributed by a party within the time period specified for performance of such obligation orReckson Party, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent Parent or the Borrower under this Agreement or Applicable LawBorrower; provided, such Defaulting Lender’s right to participate in the administration of the Loanshowever, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to Net Cash Proceeds shall not be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to to, or distributed to, the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent Parent or the Borrower may have under to the immediately preceding provisions extent, and only to the extent, such distribution would result in a Default or otherwiseEvent of Default (as each such term is defined in a Reckson Note Document). Notwithstanding the foregoing, the Agent shall be entitled Parent may permit (ix) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction Equity Interests of the defaulted payment Subsidiary that holds the note evidencing the loan made to the respective EATs to finance the acquisition of the Eligible 1031 Properties known as 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx and any related interest1185 Avenue of the Americas, any amounts otherwise payable New York, New York and (y) title to such Defaulting Lender under this Agreement or any other Loan Document and (iii) Eligible 1031 Properties to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaulta Reckson Subsidiary.

Generally. If for any reason Event of Default specified under Section 10.1 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and no Issuing Lender shall be under any obligation to issue Letters of Credit and the Administrative Agent may, and upon the request of the Required Lenders shall, take any or all of the following actions: (i) declare the commitment of each Lender to make Loans and any obligation of the Issuing Lenders to issue, amend or extend Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (a “Defaulting Lender”ii) shall fail declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or refuse to perform any of its obligations payable hereunder or under this Agreement or any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which it is are hereby expressly waived by the Borrower; (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a party within non-interest-bearing account with the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Administrative Agent, thenas Cash Collateral for its Obligations under the Loan Documents, in addition an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations; and (iv) exercise on behalf of itself, the Lenders and the Issuing Lenders all rights and remedies that may be available to it, the Agent Lenders and the Issuing Lenders under the Loan Documents; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration Bankruptcy Code of the LoansUnited States, this Agreement the obligation of each Lender to make Loans and any obligation of the Issuing Lenders to issue, amend or extend any Letter of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction obligation of the Agent or Borrower to be taken into account provide cash collateral as specified in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and clause (iii) to bring an action above shall automatically become effective, in each case without further act of the Administrative Agent or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If for any reason Event of Default specified under Section 10.1 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative Agent may, and upon the request of the Required Lenders shall, take any or all of the following actions: (i) declare the commitment of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (a “Defaulting Lender”ii) shall fail declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or refuse to perform any of its obligations payable hereunder or under this Agreement or any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which it is are hereby expressly waived by the Borrower; (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a party within non-interest-bearing account with the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Administrative Agent, thenas Cash Collateral for its Obligations under the Loan Documents, in addition an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations; and (iv) exercise on behalf of itself, the Lenders and the Issuing Lender all rights and remedies that may be available to it, the Agent Lenders and the Issuing Lender under the Loan Documents; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration Bankruptcy Code of the LoansUnited States, this Agreement the obligation of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend any Letter of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction obligation of the Agent or Borrower to be taken into account provide cash collateral as specified in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and clause (iii) to bring an action above shall automatically become effective, in each case without further act of the Administrative Agent or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If for The Company hereby agrees to indemnify and hold harmless any reason any Lender Person (a each an “Defaulting LenderIndemnified Person”) to the fullest extent permitted under the Florida Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment, substitution or replacement), against all proceedings, claims, actions, liabilities, losses, damages, costs or expenses (including reasonably attorney fees and expenses, judgments, fines, excise Taxes or penalties) incurred or suffered by such Person by reason of the fact that such Person is or was a Unitholder or Member or is or was serving as a Manager or Officer of the Company; provided that (unless approved by holders of a majority of the Common Units then outstanding (excluding the Common Units held by the Indemnified Person or any Affiliates of the Indemnified Person)) no Indemnified Person shall fail be indemnified (a) with respect to proceedings, claims or refuse actions (i) initiated or brought voluntarily by or on behalf of such Indemnified Person and not by way of defense or (ii) brought against such Indemnified Person in response to perform a proceeding, claim or action initiated or brought voluntarily by or on behalf of such Indemnified Person against the Company or any of its obligations under this Agreement or Subsidiaries, (b) for any other Loan Document amounts paid in settlement of a claim effected without the prior written consent of the Company to which it is a party within the time period specified for performance of such obligation orsettlement, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition (c) to the rights and remedies that may be available to the Agent extent such proceedings, claims, actions, liabilities, losses, damages, costs or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest expenses arise from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds RatePerson’s fraud, (ii) to withhold bad faith, willful or setoff and to apply in satisfaction intentional misconduct, gross negligence or knowing violation of the defaulted payment and any related interestlaw as determined by a final judgment, any amounts otherwise payable to such Defaulting Lender under this Agreement order or any other Loan Document and (iii) to bring decree of an action arbitrator or suit against such Defaulting Lender in a court of competent jurisdiction (which is not appealable or with respect to recover which the defaulted amount time for appeal therefrom has expired and no appeal has been perfected) or (d) for the avoidance of doubt, with respect to any related interestbreaches of any representations, warranties or covenants by any such Person contained herein or in any other agreement with the Company or any of its Subsidiaries or any other Member. Any amounts received Expenses, including reasonable attorneys’ fees and expenses, incurred by any such Indemnified Person in defending a proceeding may be paid by the Agent Company in respect advance of a Defaulting Lender’s Loans the final disposition of such proceeding, including any appeal therefrom, upon approval of the Board and receipt of an undertaking by or on behalf of such Indemnified Person (in form and substance acceptable to the Board) to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. If this Section 6.4 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 6.4 to the fullest extent permitted by any applicable portion of this Section 6.4 that shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaulthave been invalidated.

Generally. If for Notwithstanding anything else herein to the contrary, any reason Bank that is not a Related Bank or any Lender Group, after receiving (a) Borrower's prior written consent as to the identity of the assignee (which consent shall not be unreasonably withheld or delayed or, so long as a “Defaulting Lender”Borrower Inchoate Default under Section 7.1.1 or Borrower Event of Default has occurred and is continuing, required), (b) Administrative Agent's prior written consent (which consent shall fail not be unreasonably withheld or refuse delayed) and (c) the LC Bank's prior written consent if the assignee is rated lower than Baa3 by Xxxxx'x or lower than BBB- by S&P (which consent shall not be unreasonably withheld or delayed), may from time to perform time, at its option, sell, assign, transfer, negotiate or otherwise dispose of all or any portion of one or more of its obligations under this Agreement Commitments (and Loans made thereunder) (including such Bank's or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, Lender Group's interest in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Credit Documents) to any bank or other lending institution or other Lender Group which in such assigning Bank's or Lender Group's judgment is reasonably capable of performing the obligations of a Bank or Lender Group hereunder; provided, however, that no Bank or Lender Group may assign any portion of its Commitments (including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment Loans) prior to the Agent earlier of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from March 31, 2002 and (ii) the date on which the payment was due until Lead Arrangers and Borrower notify the date on which Banks and Lender Groups otherwise; provided, further, that no Bank or Lender Group (including any assignee of any Bank or any Lender Group) may assign any portion of its Commitments (including Loans) of less than $10,000,000 (unless to another Bank or another Lender Group); provided, further, that a Bank or Lender Group may assign Commitments (including Loans) of less than $10,000,000 if such assignment includes all of such Bank's or Lender Group's Commitments (including Loans) and such Bank or Lender Group did not previously assign its Commitments (including Loans) so as to result in such Bank or Lender Group holding less than $10,000,000 of Commitments (including Loans); provided, further, that any Bank may assign all or any portion of its Commitments (and Loans made thereunder) to an Affiliate of such Bank and any Lender Group may assign all or any portion of its Commitments (and Loans made thereunder) to the payment is made at Related Bank in such Lender Group as a Bank, in each instance without the Federal Funds Rateconsent of any Person; and provided, further, that in the event of any assignment by a Lender Group of a portion of its Lender Group Construction Loans, such assignment shall designate the amount of such assigned Lender Group Construction Loans that are Related Bank Loans and the amount that are CP Conduit Construction Loans. In the event of any such assignment, (i) the assigning Bank's or the assigning Lender Group's Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new lender, (ii) the parties to withhold such assignment shall execute and deliver to Administrative Agent an Assignment Agreement evidencing such sale, assignment, transfer or setoff and other disposition substantially in the form of Exhibit L hereto or otherwise satisfactory to apply in satisfaction Administrative Agent together with an assignment fee payable to Administrative Agent of $5,000 (provided such assignment fee shall not be required with respect to the initial syndication of the defaulted payment Arrangers' Commitments or with respect to an assignment by a Lender Group to the Related Bank in such Lender Group) and any other related interestdocumentation reasonably requested by Administrative Agent, any amounts otherwise payable to such Defaulting Lender including the withholding tax certificates required under this Agreement or any other Loan Document and Section 2.5.7, (iii) at the assigning Bank's or the assigning Lender Group's option, (A) Borrower shall execute and deliver to bring an action or suit against such Defaulting Lender assignee new Notes in the forms attached hereto as Exhibits B-1 through B-3 hereto in a court principal amount equal to such assignee's Commitments, and (B) Borrower shall execute and exchange with the assigning Bank or the Lender Group Agent for the assigning Lender Group replacement notes for any Notes in an amount equal to the Commitments retained by such Bank or such Lender Group, if any, (iv) to the extent the assigning Bank or the Lender Group Agent for the assigning Lender Group has been issued any Notes in its favor, such Bank or Lender Group Agent shall cancel and return each such Note to Borrower promptly after the effectiveness of competent jurisdiction any such assignment, (v) Exhibit I hereto shall be automatically amended without further action to recover reflect such assignment and the defaulted amount Proportionate Shares of the Banks and the Lender Groups following such assignment and (vi) to the extent such assignment is to a Lender Group, (A) the Related Bank in such Lender Group shall, during the Construction Loan Availability Period, provide any related interest. Any amounts received applicable Parallel Funding Commitments with respect to such Lender Group and Exhibit I hereto shall be automatically amended without further action to reflect such assignment, and (B) the portion of Construction Loans assigned to such Lender Group and funded by the Agent CP Conduit in such Lender Group shall (x) to the extent a Base Rate Loan, be deemed to be Base Rate Loan of such CP Conduit with a Base Rate calculated with respect to such CP Conduit and (y) to the extent a LIBOR Loan continue as such LIBOR Loan until the end of the then current Interest Period and then automatically and without further act or instrument be converted into a CP Conduit Funded LIBOR Construction Loan on the last day of such Interest Period, which will be deemed to have been funded by such CP Conduit on such day. Thereafter, any such new lender shall be deemed to be a Bank and shall have all of the rights and duties of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by Bank (except as otherwise provided in this Article 9), in accordance with its Proportionate Share, under each of the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultCredit Documents.

Generally. If for any reason Event of Default specified under Section 10.1 [Events of Default] shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative Agent may, and upon the request of the Required Lenders shall, take any or all of the following actions: (a) declare the commitment of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (a “Defaulting Lender”b) shall fail declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or refuse to perform any of its obligations payable hereunder or under this Agreement or any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which it is are hereby expressly waived by the Borrower; (c) require the Borrower to, and the Borrower shall thereupon, deposit in a party within non-interest-bearing account with the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Administrative Agent, thenas Cash Collateral for its Obligations under the Loan Documents, in addition an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations; and (d) exercise on behalf of itself, the Lenders and the Issuing Lender all rights and remedies that may be available to it, the Agent Lenders and the Issuing Lender under the Loan Documents; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration Bankruptcy Code of the LoansUnited States, this Agreement the obligation of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend any Letter of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction obligation of the Borrower to provide cash collateral as specified in clause (c) above shall automatically become effective, in each case without further act of the Administrative Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If for Xxxxxxx will defend, indemnify and hold Customer harmless against any reason claim brought by a third party to the extent it alleges that the Customer Managed Software or the Cloud Service directly infringes any Lender United States patent, copyright or trademark, or misappropriates any trade secret, of that third party (a “Defaulting LenderClaim”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwisewill pay all costs, the Agent shall be entitled damages and expenses (iincluding reasonable legal fees) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit finally awarded against such Defaulting Lender in Customer by a court of competent jurisdiction or agreed to recover in a written settlement agreement signed by Delinea arising out of such Claim; provided that: (i) Customer gives Xxxxxxx prompt written notice upon learning of a Claim or potential Claim; (ii) Delinea may assume sole control of the defaulted amount defense of such Claim and all related settlement negotiations; and (iii) Customer reasonably cooperates with Xxxxxxx, at Xxxxxxx’s request and reasonable expense, in the defense or settlement of the Claim, including the provision of all assistance, information and authority reasonably requested by Xxxxxxx. In no event shall Delinea enter into any related interestsettlement or agree to any disposition that contains an admission of liability or wrongdoing on the part of the Customer, or otherwise prejudices the rights of the Customer, without the prior written consent of the Customer. Any amounts received Notwithstanding the foregoing, Xxxxxxx shall have no liability for any claim of infringement based on (a) the use of a superseded or altered release of the Customer Managed Software if the infringement would have been avoided by the Agent in respect use of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by current unaltered release of the Agent and either applied against the purchase price of such Loans under the following subsection Customer Managed Software, (b) the modification of the Customer Managed Software or paid to such Defaulting Lender upon Cloud Service by anyone other than Delinea or its authorized agents, (c) the Defaulting Lender’s curing use of its defaultthe Customer Managed Software or Cloud Service other than in accordance with the Documentation and this Agreement, (d) the combination of the Customer Managed Software or Cloud Service with other software or hardware not provided by Delinea or approved for use by Delinea in writing, where the combination causes the infringement and not the Customer Managed Software or Cloud Service standing alone, or (e) subscriptions and licenses for no fee, including a Cloud Service Free Trial License, Evaluation Use License, Express Use License, or a trial, evaluation or beta version of Customer Managed Software or Cloud Service.

Generally. If (i) Budget Costs shall be paid by Borrower (A) first, from the Initial Equity Investment until the Initial Equity Investment has been fully expended to pay Budget Costs; and (B) next, subject to the provisions of Sections 2.2(b) and 3.7, from Advances made by Lender. (ii) Subject to the other terms and conditions of this Agreement, Advances shall be made (A) in accordance with Requests for Advance submitted by Borrower or Manager upon satisfaction of the conditions precedent set forth in Articles IV and V of this Agreement and (B) on the basis of (x) the Line Items specified in the Budget and (y) the documented cost of work in place and performed and services provided, or to the extent provided in Section 3.5, materials stored on the Premises or deposits made, in each case as such cost is determined by Lender in its reasonable discretion as provided in this Agreement; provided, that Lender shall at no time be obligated to disburse (1) any reason proceeds of the Loan for work performed, materials furnished or services provided under Construction Documents that are not fully executed and delivered or (2) an amount which, when added to all previous Advances, would exceed the product of the then percentage of completion (as determined by Lender's Consultant) of the Required Improvements multiplied by the maximum amount of the Loan. The calculation of any Advance shall account for Retainage as provided for in Section 2.2(b). (iii) The proceeds of the Loan shall be advanced from time to time on Eurodollar Business Days by transfer of such funds by Lender to Manager's Disbursement Account or in such other manner as Lender and Borrower or Manager may agree. Specifically, at Borrower's or Manager's request, Lender shall make Advances directly to the Title Insurer pursuant to an escrow agreement between Lender, Title Company and Manager and/or Borrower, approved by Lender and providing for either (A) the return of the Advance to Lender (a “Defaulting Lender”which Lender will deposit in the Cash Collateral Subaccount) if the Title Continuation cannot be issued or (B) the disbursement of the Advance to the Manager's Disbursement Account simultaneously with the delivery to Lender of the Title Continuation. Neither Borrower nor Manager shall fail or refuse deposit any other funds into Manager's Disbursement Account other than sums sufficient to perform pay the administrative costs of such account. Advances shall be made, in the case of the Initial Advance, upon satisfaction of the conditions precedent set forth in Article IV and in the case of any Advance made after the Initial Advance, upon satisfaction of the conditions set forth in Article V, except to the extent that Lender may elect to waive any of its obligations under such conditions precedent. (iv) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to no event shall Lender be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed obligated to make timely payment any Advance (other than Advances relating to Punchlist Items and Retainage) after (A) as applicable, the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent Advance Termination Date or the Borrower may have under Operating Deficits Advance Termination Date or (B) the immediately preceding provisions occurrence of a Default or otherwise, the Agent shall be entitled Event of Default (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting unless waived by Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultwriting).

Generally. If Lessee will not directly or indirectly create, or permit the creation of, any mortgage, lien, security interest, encumbrance or charge on, pledge of or conditional sale or other title retention agreement with respect to the Premises or any part thereof, other than (a) this Lease and ancillary rights in favor of third parties as permitted herein; (b) a Leasehold Mortgage which is permitted under the terms of Section 21; (c) liens for Impositions not yet payable, or payable without the addition of any reason fine, penalty, interest or cost for nonpayment, or being contested as permitted by Section 12; (d) Permitted Exceptions; and (e) Unpermitted Liens, incurred in the ordinary course of business for sums which under the terms of the related contracts are not at the time due if adequate provision for the payment thereof shall have been made by Lessee. Lessee will provide Lessor with prompt written notice of any Lender lien or notice of lien placed against the Premises, and Lessee will promptly thereafter remove and discharge any mortgage, lien, security interest, encumbrance or charge created by Lessee (or by any third party as a “Defaulting Lender”result of Lessee’s conduct) in violation of the preceding sentence. In the event that Lessee’s leasehold interest under the Lease is encumbered by a Leasehold Mortgage pursuant to the provisions of Section 21, Lessee shall fail (i) use commercially reasonable efforts to cause any Leasehold Mortgagee to provide to Lessor copies of any notices from such Leasehold Mortgagee alleging any non-compliance, breach or refuse default by Lessee in respect of such Leasehold Mortgage ( provided that Lessee shall be deemed to perform satisfy the requirements of this clause (i) if Lessee delivers to such Leasehold Mortgagee a written request to provide such notices to Lessor; and (ii) within ten (10) days after receipt of any such notice from Leasehold Mortgagee, provide to Lessor a copy of any such notice from such Leasehold Mortgagee alleging any non-compliance, breach or default under any of its obligations under the loan documents regarding such Leasehold Mortgage ( provided that so long as Lessor receives such notice pursuant to either clause (i) or (ii) above, Lessee shall be deemed to satisfy the requirements of this Agreement or any other Loan Document clause). Notwithstanding anything to which it is a party within the time period specified contrary contained in this Section 11, Lessee may enter into fixture financing arrangements for performance of fixtures and equipment located on the Property, and Lessor agrees that Lessor’s claims to such obligation orfixtures and equipment, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lendersany, shall be suspended during subordinate to any such fixture financing arrangements so long as such arrangements do not encumber Lessor’s interest in the pendency of such failure or refusalPremises. If a Lender is a Defaulting Lender because it has failed Lessee fails to make timely payment to the Agent remove, discharge or bond over any lien not otherwise described in (a) through (e) above including without limitation any Unpermitted Lien within thirty (30) days of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied its being placed against the purchase price of Property, Lessor may do so, and Lessee shall reimburse Lessor for all costs incurred by Lessor in connection with removing such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultlien.

Generally. If for any reason Event of Default specified under Section 10.1 [Events of Default] shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative Agent may, and upon the request of the Required Lenders shall, take any or all of the following actions: (i) declare the commitment of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (a “Defaulting Lender”ii) shall fail declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or refuse to perform any of its obligations payable hereunder or under this Agreement or any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which it is are hereby expressly waived by the Borrower; (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a party within non-interest-bearing account with the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Administrative Agent, thenas Cash Collateral for its Obligations under the Loan Documents, in addition an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations; and (iv) exercise on behalf of itself, the Lenders and the Issuing Lender all rights and remedies that may be available to it, the Agent Lenders and the Issuing Lender under the Loan Documents; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend any Letter of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate provide cash collateral as specified in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and clause (iii) to bring an action above shall automatically become effective, in each case without further act of the Administrative Agent or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If (a) Such Guarantor is fully aware of the financial condition of the Company and is delivering this Guaranty based solely upon its own independent investigation and in no part upon any representation or statement of any Noteholder with respect thereto. Such Guarantor is in a position to obtain, and hereby assumes full responsibility for obtaining, any reason additional information concerning the financial condition of the Company as such Guarantor may deem material to its obligations hereunder, and such Guarantor is not relying upon, nor expecting, any Lender Noteholder to furnish it any information concerning the financial condition of the Company. (b) As of the date of the execution and delivery of this Guaranty, the fair salable value of the assets of such Guarantor, taken as a “Defaulting Lender”whole, exceeds its liabilities, taken as a whole; such Guarantor is able to pay and discharge all of its debts (including, without limitation, its current liabilities) shall fail as they become due and after giving effect to the transactions contemplated by this Guaranty, such Guarantor will not become unable to pay and discharge such debts as they become due; there are no presently pending material court or refuse administrative proceedings or undischarged judgments against the Guarantor; and no tax Liens have been filed or threatened against such Guarantor, nor is such Guarantor in default or claimed default under any agreement for borrowed money. (c) Such Guarantor is a corporation duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation. Such Guarantor has the corporate power to perform own its Properties and carry on its business as it is now being conducted. Such Guarantor has the valid authority and the corporate power to enter into and perform, and has taken all necessary action to authorize the entry into, and the performance and delivery of, this Guaranty and the transactions contemplated hereby. (d) This Guaranty has been duly authorized by all necessary action on the part of such Guarantor, has been duly executed and delivered by duly authorized officers of such Guarantor, and constitutes a legal, valid and binding obligation of such Guarantor. (e) The entry into and performance of this Guaranty and the transactions contemplated hereby do not and will not conflict with any applicable law or regulation or official or judicial order, conflict with the articles or certificate of incorporation, or bylaws, of such Guarantor, conflict with any agreement or document to which such Guarantor is a party or that is binding upon it or any of its obligations under this Agreement Properties, or result in the creation or imposition of any other Loan Document to which it is a party within the time period specified for performance Lien on any of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition its Properties pursuant to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent provisions of any amount required to be paid to the Agent hereunder (without giving effect to any notice agreement or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultdocument.

Generally. Borrower and Lender shall each designate in writing by notice to the other party an individual a person authorized to sign any required notices on behalf of Borrower or Lender, as applicable, under the Loan Documents (each, an “Authorized Representative”). Borrower and Lender agree to be bound by any request (i) authorized or transmitted by its Authorized Representative on behalf of Borrower or Lender, as applicable, or (ii) made in Borrower’s or Lender’s, as applicable, name by an Authorized Representative and accepted by Lender or Borrower, as applicable, in good faith and in compliance with these instructions, even if not properly authorized by Borrower or Lender, as applicable. Borrower and Lender further agree and acknowledge that Lender and Borrower, as applicable, may rely solely on any bank routing number or identifying bank account number or name provided by its Authorized Representative to effect a wire transfer of funds even if the information provided by such Authorized Representative identifies a different bank or account holder than those named by Borrower or Lender, as applicable. Neither Lender nor Borrower is obligated or required in any way to take any actions to detect errors in information provided by an Authorized Representative. If Borrower or Lender takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Lender and Borrower, as applicable, agree that no matter how many times Lender or Borrower, as applicable, takes these actions, Lender or Borrower, as applicable, will not in any situation be liable for failing to take or correctly perform these actions in the future, and such actions shall not become any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any part of its obligations the transfer disbursement procedures authorized under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation orAgreement, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, or any right agreement between Lender and Borrower. Borrower and Lender agree to vote in respect of, to consent to or to direct notify the other party of any action or inaction of the Agent or to be taken into account errors in the calculation transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after confirmation of such transfer. Without limiting the Requisite Lendersforegoing, in no event shall Borrower be obligated to report to, seek consent from, or otherwise communicate with the EB-5 Investors, and Lender shall be suspended during the pendency of sole contact with such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment EB-5 Investors for all matters relating to the Agent of any amount required to be paid to Loan Documents and the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultLoan.

Generally. If for any reason any Lender Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (a “Defaulting Lender”including financial ratios and other financial calculations) shall fail or refuse required to perform any of its obligations under be submitted pursuant to this Agreement or any other Loan Document shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to which it is time, applied in a party within manner consistent with that used in preparing the time period specified for performance of such obligation orAudited Financial Statements; provided, however, that if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from either the Agent, then, in addition to the rights and remedies that may be available to the Agent Parent or the Borrower under this Agreement or Applicable Lawthe Required Lenders notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date on the operation of such provision, regardless of whether any such Defaulting Lender’s right notice is given before or after such Accounting Change, then the Administrative Agent, the Parent and the Borrower agree that they will negotiate in good faith amendments to participate in the administration provisions of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction Documents that are directly affected by such Accounting Change with the intent of having the respective positions of the Agent or Lenders, the Parent and the Borrower after such Accounting Change conform as nearly as possible to be taken into account in the calculation their respective positions as of the Requisite date of this Agreement (subject to the approval of the Required Lenders”) and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be suspended during calculated as if no such Accounting Change had occurred until such request has been withdrawn or the pendency amendment of such failure provisions becomes effective under this Agreement and (ii) the Parent or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation (which need not be audited), in form and substance reasonably satisfactory to the Administrative Agent, between calculations of any amount required to be paid to the Agent applicable ratios, baskets and other requirements hereunder (without before and after giving effect to any notice or cure periods)such Accounting Change. Notwithstanding anything to the contrary contained herein, in addition to other rights and remedies which the Agent or all leases of the Borrower may have under and the immediately preceding provisions or otherwiseRestricted Subsidiaries that are treated as operating leases for purposes of GAAP as of the date of this Agreement shall continue to be accounted for and treated as operating leases for purposes of the Loan Documents (including for purposes of the definition of Indebtedness and the references to Capital Lease Obligations) regardless of any change to GAAP following such date that would otherwise require such leases to be treated as Capitalized Leases and the obligations thereunder as Capital Lease Obligations. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the Agent computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be entitled (i) deemed to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made be carried at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction 100% of the defaulted payment outstanding principal amount thereof, and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document the effects of FASB ASC 825 and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and FASB ASC 470-20 on financial liabilities shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultdisregarded.

Generally. If Subject to Section 4.6, the Company hereby agrees to indemnify and hold harmless each Manager (an “Indemnified Person”) to the fullest extent permitted under the Delaware Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines or penalties) reasonably incurred or suffered by such Indemnified Person (or one or more of such Indemnified Person’s Affiliates) by reason of the fact that such Indemnified Person is or was a Member, appointed or elected as a Manager, or serving as a managing member, manager, officer, principal, member, employee, agent or representative of the Company or any Subsidiary or is or was serving at the request of the Company as a managing member, manager, officer, director, principal, member, employee, agent or representative of another Entity; provided, that no Indemnified Person shall be indemnified for any reason any Lender expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or its Affiliates’ (a the term “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified Affiliates” excluding, for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwisepurposes hereof, the Agent shall be entitled (iCompany and its Subsidiaries) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rategross negligence, (ii) to withhold willful misconduct or setoff and to apply in satisfaction knowing violation of the defaulted payment and any related interestlaw as determined by a final judgment, any amounts otherwise payable to such Defaulting Lender under this Agreement order or any other Loan Document and (iii) to bring decree of an action arbitrator or suit against such Defaulting Lender in a court of competent jurisdiction (which is not appealable or with respect to recover which the defaulted amount time for appeal therefrom has expired and no appeal has been perfected). Expenses, including attorneys’ fees and expenses, incurred by any related interest. Any amounts received such Indemnified Person in defending a proceeding shall be paid by the Agent Company in respect advance of a Defaulting Lender’s Loans the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be paid to such Defaulting Lender and shall be held uninvested indemnified by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultCompany.

Generally. If for any reason any Lender (a “Defaulting Lender”) (i) has given notice to the Agent or Borrower that it will not make, or that it has disaffirmed or repudiated any obligation to make any Loan or fund any participation in Letter of Credit Liabilities (unless such notice is given by all Lenders) and has not revoked such notice or reaffirmed its obligations to make any Loan and fund any participations in Letter of Credit Liabilities, (ii) fails, within three (3) Business Days after request by the Agent, and continues to fail to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans or any participation in Letter of Credit Liabilities, (iii) has (X) become and remains insolvent or has a parent company that has become and remains insolvent, (Y) become and continues to be the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become and continues to be the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, or (Z) been taken over by the FDIC or any other state or federal regulator or Governmental Authority, or (iv) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower Borrowers under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender pursuant to clause (i), (ii) or (iii) or because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower Borrowers may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (iw) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (iix) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and Document, (iiiy) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interestinterest and (z) to request the Borrower to deliver, and the Borrower shall deliver, to the Agent cash collateral in an amount equal to such Defaulting Lender’s pro rata share of the Letter of Credit Liabilities then outstanding (to be held by Administrative Agent as set forth in this Agreement). If the Borrower provides an amount of cash collateral pursuant to Section 2.4.(c) or Section 3.13.(b)(y), such amount shall be returned to the Borrower from time to time to the extent, as applicable, the amount deposited as cash collateral shall exceed the Defaulting Lender’s Letter of Credit Liabilities or if such Lender ceases to be a Defaulting Lender and continues as a Lender hereunder. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 3.13., performance by Borrower of its obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of the operation of this Section 3.13. The rights and remedies against a Defaulting Lender under this Section 3.13. are in addition to other such rights and remedies which the Borrower may have against such Defaulting Lender and which the Agent or any Lender may have against such Defaulting Lender. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the such Defaulting Lender’s curing of its default.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail Except as otherwise specifically prescribed herein, all accounting terms not specifically or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, completely defined herein shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be paid submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein; provided, however, that, calculations of Attributable Indebtedness under any Synthetic Lease or the implied interest component of any Synthetic Lease shall be made by the Issuer in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of Super Holdings and its Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the Agent hereunder extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have election under the immediately preceding provisions or otherwise, the Agent shall be entitled FASB ASC Topic 825 “Financial Instruments” (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iiifinancial accounting standard having a similar result or effect) to bring an action value any Indebtedness of Super Holdings or suit against such Defaulting Lender in a court any Subsidiary at “fair value”, as defined therein. For purposes of competent jurisdiction determining the amount of any outstanding Indebtedness, no effect shall be given to recover the defaulted amount and any related interest. Any amounts received election by the Agent in respect Issuer to measure an item of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested Indebtedness using fair value (as permitted by the Agent and either applied against the purchase price of such Loans under the following subsection Financial Accounting Standards Board Accounting Standards Codification 825–10–25 (bformerly known as FASB 159) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultany similar accounting standard).

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in In addition to the rights and remedies that may be available to the Administrative Agent or the Borrower Borrowers under this Agreement or Applicable Lawapplicable law, if at any time a Lender is a Defaulting Lender such Defaulting Lender’s 's right to participate in the administration of the Loans, this Agreement and the other Loan Credit Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Requisite Required Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Administrative Agent or the Borrower Borrowers may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Credit Document until such defaulted payment and related interest has been paid in full and such default no longer exists and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s 's Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Administrative Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the default of such Defaulting Lender’s curing of its defaultLender being cured.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or generally under any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower Borrowers under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Required Lenders, shall be suspended during the pendency of such failure or refusal, but such Defaulting Lender shall retain its approval rights with respect to any matters set forth in Sections 12.6(b)(i) and (iv) below. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower Borrowers may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document Note, and (iii) to bring an action or suit against such Defaulting Lender in a any state court located in the Borough of competent jurisdiction Manhattan, New York, New York or any federal court located in the Southern District of New York to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the such Defaulting Lender’s curing of its default. A Defaulting Lender’s rights to fully participate in Lender decision-making and to fully participate in payments due from Borrower shall be restored only upon the payment by such Defaulting Lender of the amounts as to which it is delinquent.

Generally. If for any reason Event of Default specified under Section 10.1 [Events of Default] shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative Agent may, and upon the request of the Required Lenders shall, take any or all of the following actions: (i) declare the commitment of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (a “Defaulting Lender”ii) shall fail declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or refuse to perform any of its obligations payable hereunder or under this Agreement or any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which it is are hereby expressly waived by the Borrower; (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a party within non-interest-bearing account with the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Administrative Agent, thenCash Collateral for its Obligations under the Loan Documents, in addition an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such Cash Collateral as security for such Obligations; and (iv) exercise on behalf of itself, the Lenders and the Issuing Lender all rights and remedies that may be available to it, the Agent Lenders and the Issuing Lender under the Loan Documents; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration Bankruptcy Code of the LoansUnited States, this Agreement the obligation of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend any Letter of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction obligation of the Agent or Borrower to be taken into account provide Cash Collateral as specified in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and clause (iii) to bring an action above shall automatically become effective, in each case without further act of the Administrative Agent or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusalrefusal (except that the Commitment of a Defaulting Lender may not be increased or extended without its prior written consent). If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender (provided that the Borrower shall be deemed to have made payment to such Defaulting Lender of such amount) and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the such Defaulting Lender’s curing of its default.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail Except as otherwise specifically prescribed herein, all accounting terms not specifically or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, completely defined herein shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be paid submitted pursuant to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent this Agreement shall be entitled prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to collect interest from such Defaulting Lender be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Ratefinancial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to withhold any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or setoff interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and to apply would not have been accounted for as such under GAAP as in satisfaction of the defaulted payment and any related interesteffect on December 31, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document 2015 and (iii) all references herein to bring an action consolidated financial statements of the Borrower and its Subsidiaries or suit against to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such Defaulting Lender in variable interest entity were a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultSubsidiary as defined herein.

Generally. If for any reason any Lender (a “"Defaulting Lender”") shall fail or refuse to perform any of its obligations under this Credit Agreement or any other Loan Credit Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two (2) Business Days after notice from the Administrative Agent, then, in addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Credit Agreement or Applicable applicable Law, such Defaulting Lender’s 's right to participate in the administration of the Loans, this Credit Agreement and the other Loan Credit Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Requisite Required Lenders, shall be suspended during the pendency of such failure or refusal. Upon a Lender becoming a Defaulting Lender, the Administrative Agent shall give prompt notice to each other Lender thereof. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Credit Agreement or any other Loan Credit Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s 's Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Administrative Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s 's curing of its default.

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. If for at any reason time, any Lender change in GAAP (a “Defaulting Lender”including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall fail so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or refuse requirement to perform any preserve the original intent thereof in light of its obligations such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or any other Loan Document to which it is as reasonably requested hereunder setting forth a party within the time period specified for performance reconciliation between calculations of such obligation or, if no time period is specified, if such failure ratio or refusal continues for a period of two Business Days requirement made before and after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periodssuch change in GAAP. Without limiting the foregoing, for all purposes of this Agreement only those leases that would constitute Capitalized Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842), in addition to other rights ” and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent ASU No. 2018-11 “Leases (Topic 842)” shall be entitled (i) to collect interest from considered Capitalized Leases, unless the parties hereto shall enter into a mutually acceptable amendment addressing such Defaulting Lender on such delinquent payment changes, as provided for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultabove.

Generally. If for any reason any Lender (shall become a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, then such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect ofany amendment, to consent to or waiver of the terms of this Agreement or any other Loan Document, or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during while such Lender remains a Defaulting Lender; provided, however, that the pendency foregoing shall not permit an increase in such Lender’s Commitment or an extension of the Termination Date of such failure Lender’s Loans or refusalother Obligations owing to such Lender, in each case, without such Lender’s consent. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which then the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received No Commitment of any Lender shall be increased or otherwise affected, and except as otherwise expressly provided in this Section, performance by the Agent in respect Borrower of a Defaulting Lender’s Loans its obligations hereunder and the other Loan Documents shall not be paid excused or otherwise modified, as a result of the operation of this Section. The rights and remedies of the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders against a Defaulting Lender under this Section are in addition to any other rights and remedies the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may have against such Defaulting Lender and shall be held uninvested by under this Agreement, any of the Agent and either applied against the purchase price of such Loans under the following subsection (b) other Loan Documents, Applicable Law or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultotherwise.

Generally. If for any reason any Lender (a “"Defaulting Lender”") shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower Borrowers under this Agreement or Applicable Law, such Defaulting Lender’s 's right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower Borrowers may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s 's Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the such Defaulting Lender’s 's curing of its default.

Generally. If for In connection with any reason improvements to be constructed or installed on the Hardisty Rail Property in connection with any Lender Development Project (a any such work on the Hardisty Rail Property, and any required access thereto, relating to such Development Project, or any portion thereof, the “Defaulting LenderSite Work”) shall fail be in accordance with the following: (i) Such Site Work shall be the sole responsibility of Developer, both as to performance and payment of costs therefor; (ii) Such Site Work shall not commence until (A) the applicable Plans therefor shall have been approved by Current Operator and, if required, by any Mortgagee, in accordance with the definition of “Plans” set forth above, and (B) Developer shall have procured and paid for all required Permits therefor; provided, however, that at the request of Developer, at no cost or refuse expense to perform Current Operator, Current Operator shall join in the application for any such Permits whenever such action is necessary or required; (iii) Developer shall notify Current Operator not less than ten (10) days prior to the commencement of its obligations under this Agreement such Site Work; (iv) There shall be no material changes in the approved Plans for such Site Work, without first obtaining the prior written approval of Current Operator, and if required, any Mortgagee, with respect thereto; provided, however, that Current Operator shall not unreasonably withhold, condition or delay any other Loan Document such approval and shall cooperate in good faith with Developer in seeking the approval of any Mortgagee so long as such changes will not, in the reasonable, good faith judgment of Current Operator, materially and adversely affect the current operation or use of the Hardisty Rail Terminal Facility; (v) Once commenced, such Site Work shall be performed in material compliance with the approved Plans (and any approved changes thereto) and shall be diligently prosecuted to which it is a party within completion (subject to Unavoidable Delays); provided, however, that nothing herein shall require Developer to use any overtime or special rate of labor; (vi) At all times during the time period specified for performance of such obligation orSite Work, if no time period is specified, if such failure Developer shall maintain or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or cause to be taken into account in maintained customary builder’s risk and liability insurance for the calculation benefit of the Requisite Lenders, Developer and Current Operator; and (vii) All Site Work shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights performed and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender completed in a court of competent jurisdiction to recover the defaulted amount good and any related interest. Any amounts received by the Agent workmanlike manner and in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultconformity with all applicable laws.

Generally. If In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for any reason any Lender (a “Defaulting Lender”) cash, the consideration received therefor shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or deemed to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any net amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in respect connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a Defaulting Lender’s Loans consideration other than cash, the amount of the consideration other than cash received by the Company shall not be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Defaulting Lender and Options by the parties thereto, such Options shall be held uninvested deemed to have been issued for such consideration as determined in good faith by the Agent Board of Directors of the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the “Additional Rights”) are issued, then the consideration received or deemed to be received by the Company shall be reduced by the fair market value of the Additional Rights (as determined using the Black-Scholes option pricing model or another method mutually agreed to by the Company and either applied against the purchase price Holder). The Company shall respond promptly, in writing, to an inquiry by the Holder as to the fair market value of the Additional Rights. In the event that the Company and the Holder are unable to agree upon the fair market value of the Additional Rights, the Company and the Holder shall jointly select an appraiser, who is experienced in such matters. The decision of such Loans under appraiser shall be final and conclusive, and the following subsection (b) or paid to cost of such Defaulting Lender upon appraiser shall be borne by the Defaulting Lender’s curing of its defaultCompany.

Generally. If Subject to Section 2.14(b), in in connection with any SOFR Loan, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR, including for any reason Interest Period (and no Benchmark Transition Event shall have occurred at such time); or (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted Term SOFR or Term SORF, including for any Lender (a “Defaulting Lender”) shall fail Interest Period, will not adequately and fairly reflect the cost to such Lenders of making or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of maintaining their Loans included in such obligation Borrowing, or, if no time period is specifiedapplicable, if such failure or refusal continues for a period of two Business Days after Borrowing for such Interest Period; then the Administrative Agent shall give written notice from the Agent, then, in addition thereof to the rights Borrower and remedies that may be available to the Lenders as promptly as practicable thereafter and, until the Administrative Agent or notifies the Borrower under this Agreement or Applicable Lawand the Lenders that the circumstances giving rise to such notice no longer exist, such Defaulting Lender’s right to participate in the administration obligation of the LoansLenders to make any SOFR Loan, this Agreement and the other Loan Documents, including without limitation, any right of any Borrower to vote in respect of, to consent to convert any Loan or to direct continue any action or inaction of the Agent or to be taken into account in the calculation of the Requisite LendersLoan as a SOFR Loan, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment (to the extent of the affected SOFR Loans or, if applicable, the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of any amount required to be paid to the Agent hereunder such notice, (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or A) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have under converted such request into a request for a Borrowing of (conversion to) Base Rate Loans in the immediately preceding provisions amount specified therein, and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans (1) at the end of the applicable Interest Period, in the case of Revolving Loans or otherwise, the Agent shall be entitled FILO A Loans or (i2) to collect interest from such Defaulting Lender on such delinquent payment for the period from as of the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under notice, in the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing case of its defaultFILO B Loans.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two (2) Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions this Agreement or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Generally. (i) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A), “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason Eurodollar Rate for any Lender requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a “Defaulting Lender”determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance revokes such notice. Upon receipt of such obligation notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, if no time period is specifiedfailing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if such failure or refusal continues for a period the Administrative Agent has made the determination described in clause (a)(i)(A) of two Business Days after notice from this Section, the Administrative Agent, thenin consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in addition which case, such alternative rate of interest shall apply with respect to the rights and remedies that may be available Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i)(A) of this Section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower under this Agreement that such alternative interest rate does not adequately and fairly reflect the cost to the Lenders of funding the Impacted Loans, or Applicable Law(3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Defaulting Lender’s right Lender or its applicable Lending Office to participate in make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the administration authority of such Lender to do any of the Loans, this Agreement foregoing and provides the Administrative Agent and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any Borrower written notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultthereof.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) Subject to collect interest from such Defaulting Lender on such delinquent payment the terms and conditions hereof, Issuing Bank shall issue or cause the issuance of standby letters of credit denominated in Dollars (“Letters of Credit”) for the period from account of Borrower except to the date on which extent that the payment was due until issuance thereof would then cause the date on which sum of (A) the payment is outstanding Revolving Loans plus (B) the outstanding Swing Loans, plus (C) the Maximum Undrawn Amount of all outstanding Letters of Credit, plus (D) the Maximum Undrawn Amount of the Letter of Credit to be issued to exceed the Maximum Revolving Loan Amount); provided, however, that the Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be deemed to be Revolving Loans made as Base Rate Loans and shall bear interest at the Federal Funds Rate, Revolving Interest Rate for Base Rate Loans. Letters of Credit that have not been drawn upon shall not bear interest (but fees shall accrue in respect of outstanding Letters of Credit as provided in Section 2.14(b) hereof). (ii) to withhold or setoff and to apply in satisfaction Notwithstanding any provision of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans contrary, Issuing Bank shall not be paid under any obligation to issue any Letter of Credit if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain Issuing Bank from issuing any Letter of Credit, or any law applicable to Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Bank shall prohibit, or request that Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which Issuing Bank is not otherwise compensated hereunder) not in effect on the date of this Agreement, or shall impose upon Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement, and which Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of the Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally or (C) the proceeds of such Defaulting Lender and shall Letter of Credit would be held uninvested made available to any Person, (1) to fund any activity or business of or with any Sanctioned Person or in any country or territory that, at the time of such issuance, is the subject of any Sanctions or (2) in any manner that would immediately (after the expiration of any notice, cure or similar period) result in a violation of any Sanctions by any person party to or bound by the Agent and either applied against the purchase price terms of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultthis Agreement.

Generally. Each Option granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with this Plan as may be reflected in the applicable Award agreement. All Options granted under this Plan shall be Nonqualified Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Nonqualified Stock Options shall be granted only to Eligible Persons who are current or prospective employees, directors, consultants or advisors of the Company and its Subsidiaries. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Related Companies, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless this Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason any Lender an Option intended to be an Incentive Stock Option (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agentportion thereof) does not qualify as an Incentive Stock Option, then, in addition to the rights and remedies that may extent of such nonqualification, such Option or portion thereof shall be available to the Agent or the Borrower regarded as a Nonqualified Stock Option appropriately granted under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultPlan.

Generally. If for any reason any Lender (shall become a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, then such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect ofof any amendment, to consent to or waiver of the terms of this Agreement or any other Loan Document, or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Requisite Lenders, Lenders shall be suspended during while such Lender remains a Defaulting Lender; provided, however, that the pendency foregoing shall not permit (i) an increase in such Lender’s Commitment or (ii) an extension of the maturity date of such failure Lender’s Loans or refusalother Obligations owing to such Lender, in each of the cases described in clauses (i) and (ii), without such Lender’s consent, or (iii) an extension of the expiration date of a Letter of Credit beyond the Termination Date (except as permitted under Section 2.2.(b)) or, with respect to any Letter of Credit having an expiration date beyond the Termination Date as permitted by Section 2.2.(b), an extension of the expiration date of such Letter of Credit without such Lender’s consent if such Lender is directly and adversely affected thereby. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which then the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received No Commitment of any Lender shall be increased or otherwise affected, and except as otherwise expressly provided in this Section, performance by the Agent in respect Borrower of a Defaulting Lender’s Loans its obligations hereunder and under the other Loan Documents shall not be paid excused or otherwise modified, as a result of the operation of this Section. The rights and remedies of the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders against a Defaulting Lender under this Section are in addition to any other rights and remedies the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders may have against such Defaulting Lender and shall be held uninvested by under this Agreement, any of the Agent and either applied against the purchase price of such Loans under the following subsection (b) other Loan Documents, Applicable Law or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultotherwise.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail All accounting terms not specifically or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, completely defined herein shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be paid submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements of the Company and its Subsidiaries for the fiscal year ending December 31, 2021, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Company and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470–20 on financial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the Agent hereunder extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have election under the immediately preceding provisions or otherwise, the Agent shall be entitled FASB ASC Topic 825 “Financial Instruments” (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iiifinancial accounting standard having a similar result or effect) to bring an action or suit against such Defaulting Lender in a court value any Indebtedness of competent jurisdiction the Company and its Subsidiary at “fair value”, as defined therein. For purposes of determining the amount of any outstanding Indebtedness, no effect shall be given to recover the defaulted amount and (x) any related interest. Any amounts received election by the Agent Company to measure an item of Indebtedness using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825– 10–25 (formerly known as FASB 159) or any similar accounting standard) or (y) any change in respect accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016–02, Leases (Topic 842), to the extent such adoption would require recognition of a Defaulting Lender’s Loans shall lease liability where such lease (or similar arrangement) would not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans have required a lease liability under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultGAAP as in effect on December 31, 2015.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in In addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or Applicable Lawapplicable law, if at any time a Lender is a Defaulting Lender such Defaulting Lender’s 's right to participate in the administration of the Loans, this Agreement and the other Loan DocumentsCredit Documents (excluding for purposes hereof, those matters requiring the unanimous consent or approval of the Lenders, or requiring the approval of each Lender directly affected thereby, pursuant to Section 9.1(i) through 9.1(vii) hereof or Section 9.6(a)), including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Requisite Required Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Credit Document until such defaulted payment and related interest has been paid in full and such default no longer exists and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s 's Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Administrative Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the default of such Defaulting Lender’s curing of its defaultLender being cured.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail All accounting terms not specifically or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, completely defined herein shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be paid submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Debt of the Borrower and its Subsidiaries (including any Permitted Convertible Debt) shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the Agent hereunder extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have election under the immediately preceding provisions or otherwise, the Agent shall be entitled FASB ASC Topic 825 “Financial Instruments” (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iiifinancial accounting standard having a similar result or effect) to bring an action value any Debt of the Borrower or suit against such Defaulting Lender in a court any Subsidiary at “fair value”, as defined therein. For purposes of competent jurisdiction determining the amount of any outstanding Debt, no effect shall be given to recover the defaulted amount and any related interest. Any amounts received election by the Agent in respect Borrower to measure an item of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested Debt using fair value (as permitted by the Agent and either applied against the purchase price of such Loans under the following subsection Financial Accounting Standards Board Accounting Standards Codification 825–10–25 (bformerly known as FASB 159) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultany similar accounting standard).

Generally. If Subject to the terms and conditions set forth in this Agreement, upon the written request of a Letter of Credit Party in accordance herewith, the Issuing Lender shall issue at any time during the Revolving Credit Commitment Period with pro rata participation by all of the Lenders in accordance with their respective Commitment Proportions for the account of such Letter of Credit Party (i) Commercial Letters of Credit in an aggregate amount not to exceed the Commercial Letter of Credit Commitment and (ii) Standby Letters of Credit, in an aggregate amount not to exceed the Standby Letter of Credit Commitment. Notwithstanding the foregoing, no Letter of Credit shall be issued if, after giving effect to the same, the Aggregate Outstandings would exceed the Total Revolving Credit Commitment. The Company agrees that it shall be jointly and severally obligated with any reason other Letter of Credit Party for all Letters of Credit issued by the Issuing Lender hereunder regardless of whether the Company is the named account party for such Letter of Credit. Notwithstanding anything contained herein to the contrary, the Issuing Lender shall be under no obligation to issue a Letter of Credit, if any order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin, restrict or restrain the Issuing Lender (in any respect relating to the issuance of such Letter of Credit or a “Defaulting Lender”) shall fail or refuse to perform any similar letter of its obligations under this Agreement credit, or any other Loan Document law, rule, regulation, policy, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit or direct the Issuing Lender in any respect relating to which it is a party within the time period specified for performance issuance of such obligation orLetter of Credit or similar letter of credit, if or shall impose upon the Issuing Lender with respect to any Letter of Credit any restrictions, any reserve or capital requirement or any loss, cost or expense not reimbursed by the Company and/or the applicable Letter of Credit Party to the Issuing Lender. Each request for issuance of a Letter of Credit shall be in writing and shall be received by the Issuing Lender by no time period later than 12:00 noon, New York, New York time, on the day which is specified, if such failure or refusal continues for a period of at least two Business Days after notice from the Agent, then, in addition prior to the rights and remedies that may be available proposed date of issuance. Such issuance shall occur by no later than 5:00 p.m. on the proposed date of issuance or creation (assuming proper prior notice as aforesaid). Subject to the Agent terms and conditions contained herein, the expiry date, the type of Letter of Credit (i.e., Commercial Letter of Credit or Standby Letter of Credit) and the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration amount and beneficiary of the Loans, this Agreement Letters of Credit will be as designated by the applicable Letter of Credit Party. The Issuing Lender shall notify the Administrative Agent and the Lenders quarterly of the amounts of all Letters of Credit issued hereunder and of any extension, reduction, termination or amendment of any Letter of Credit. Each Letter of Credit issued by the Issuing Lender hereunder shall identify: (i) the dates of issuance and expiry of such Letter of Credit, (ii) the amount of such Letter of Credit (which shall be a sum certain), (iii) the beneficiary of such Letter of Credit, and (iv) the drafts and other Loan Documents, documents necessary to be presented to the Issuing Lender upon drawing thereunder. The Company and each Letter of Credit Party agree to execute and deliver to the Issuing Lender such further documents and instruments in connection with any Letter of Credit issued hereunder (including without limitation, any right applications therefor) as the Issuing Lender in accordance with its customary practices may reasonably request. Each Commercial Letter of Credit shall expire at or prior to vote in respect of, to consent to or to direct any action or inaction the close of business on the earlier of the Agent date one year after the date of the issuance of such Commercial Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension). Each Standby Letter of Credit shall expire not later than the close of business on the date four years after the date of issuance of such Standby Letter of Credit. Notwithstanding the foregoing, provided that if the Letter of Credit Party so requests in any Letter of Credit application, the Issuing Lender may, in its sole and absolute discretion, agree to issue a Standby Letter of Credit that has an automatic extension provision which may permit such Standby Letter of Credit to be taken into account in extended at Issuing Lender’s option for up to one additional year at a time and/or expire after the calculation Commitment Termination Date. If this Agreement shall terminate, whether upon the Commitment Termination Date or by reason of the Requisite Lenders, shall be suspended during the pendency occurrence and continuance of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent an Event of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions Default or otherwise, the Company shall deposit in an account with the Administrative Agent shall be entitled (i) an amount in cash equal to collect the Aggregate Letters of Credit Outstanding as of such date plus any accrued and unpaid interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interestthereon. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and Such deposit shall be held uninvested by the Administrative Agent as collateral for the payment and either applied against performance of the purchase price obligations of the Company under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultaccounts.

Generally. If for any reason any Lender (a “Defaulting Lender”) Concurrently with the issuance of each Letter of Credit, the Issuing Bank automatically shall fail or refuse be deemed, irrevocably and unconditionally, to perform any of its obligations under this Agreement or any have sold, assigned, transferred and conveyed to each other Loan Document Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to which it is a party within the time period specified for performance of such obligation orhave purchased, if no time period is specifiedacquired, if such failure or refusal continues for a period of two Business Days after notice accepted and assumed from the AgentIssuing Bank, thenwithout recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in addition a proportion equal to such Bank's Pro Rata share, in all of the Issuing Bank's rights and obligations in, to or under such Letter of Credit, the related Letter of Credit Application, the Letter of Credit Reimbursement Obligations, and all collateral, guarantees and other rights from time to time directly or indirectly securing the foregoing (such interest of each Bank being referred to herein as a "Letter of Credit Participating Interest", it being understood that the Letter of Credit Participating Interest of the Issuing Bank is the interest not otherwise attributable to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration Letter of Credit Participating Interests of the Loans, this Agreement other Banks). Each Bank irrevocably and the other Loan Documents, including without limitation, any right unconditionally agrees to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions sentence, such agreement being herein referred to as such Bank's "Letter of Credit Participating Interest Commitment". Amounts other than Letter of Credit Reimbursement Obligations and Letter of Credit Fees payable from time to time under or otherwisein connection with a Letter of Credit or Letter of Credit Application shall be for the sole account of the Issuing Bank. On the date that any Purchasing Bank becomes a party to this Agreement in accordance with Section 9.13(c) hereof, Letter of Credit Participating Interests in all outstanding Letters of Credit held by the Bank from which such Purchasing Bank acquired its interest hereunder shall be proportionately reallocated between such Purchasing Bank and such transferor Bank (and, to the extent such transferor Bank is the Issuing Bank, the Agent Purchasing Bank shall be entitled (i) deemed to collect interest from such Defaulting Lender on such delinquent payment for the period have acquired a Letter of Credit Participating Interest from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable Issuing Bank to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultextent).

Generally. If for On the terms and subject to the conditions hereof, each Conduit Lender may in its sole discretion make, and each Committed Lender severally and not jointly agrees to make (if the Conduit Lender in its related Group elects not to make), Loans to the Borrower from time to time on any reason day during the Revolving Period, but no more than once a week, in an amount in respect of any Lender Group not to exceed at any time its Lender Group's Pro Rata Share of the Aggregate Commitment. No Lender shall be required to extend its portion of any Advance hereunder, and no Advance shall be extended, if: (a “Defaulting i) such Lender”) shall fail or refuse to perform 's portion of any of requested Advance would exceed its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance Pro Rata Share of such obligation or, if no time period is specified, Advance or such Lender's Lending Group's portion of such Advance would exceed its Pro Rata share of the Aggregate Commitment; (ii) if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Conduit Lender, the extension of the related Loan would result in the aggregate principal amount of the Loans extended by such Conduit Lender because it exceeding its Conduit Lending Limit, or if such Lender is a Committed Lender, the extension of the related Loan would result in the aggregate principal amount of the Loans extended by such Committed Lender exceeding its Commitment; (iii) the Termination Date has failed occurred; or (iv) any condition to make timely payment making such Advance set forth in Article III shall not have been satisfied. Subject to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods)terms, in addition to other rights conditions, provisions and remedies which the Agent or limitations set forth herein, the Borrower may have under borrow, repay or prepay and reborrow Loans during the immediately preceding provisions or otherwise, the Agent Revolving Period. The Loans shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received secured by the Agent Collateral pursuant to Section 2.16. Collections received in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and the Collateral shall be held uninvested by applied in accordance with the Agent and either applied against the purchase price provisions of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultSection 2.08.

Generally. If for any reason (i) The Borrowing of the Term Loan shall be made by an irrevocable written request by an Authorized Person delivered to Agent and the Lenders. Such notice must be received by Agent and the Lenders no later than 10:00 a.m. (California time) on the Closing Date, specifying the requested Funding Date, which shall be a Business Day. (ii) [INTENTIONALLY OMITTED] (iii) Borrower shall borrow pursuant to Section 2.2(a) an amount equal to the Term Loan in a single drawing. (iv) Subject to the other conditions set forth in this Section 2.3(a), each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date. After Agent’s receipt of such funds, Agent shall make such funds available to Borrower on the Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Borrower’s Designated Account; provided, however, that Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any portion of the Term Loan if Agent shall have actual knowledge that one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the Borrowing unless such condition has been waived. In the event any Lender shall not have made the amount of Lender’s Pro Rata Share of the requested Borrowing in accordance with the provisions of this Section 2.3(a), Agent or its designee shall fund any such shortfall and the Lenders’ Pro Rata Shares shall be deemed to be adjusted accordingly. (v) Agent shall not be obligated to transfer to a “Defaulting Lender any payments respecting the Term Loan made by Borrower to Agent for the Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within ’s benefit, and, in the time period specified for performance absence of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition transfer to the rights and remedies that may be available Defaulting Lender, Agent shall transfer any such payments to each other non-Defaulting Lender member of the Lender Group ratably in accordance with their Commitments (but only to the Agent or the Borrower under this Agreement or Applicable Law, extent that such Defaulting Lender’s right to participate in the administration portion of the LoansTerm Loan was funded by the other members of the Lender Group). Solely for the purposes of voting or consenting to matters with respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent, and Borrower shall have waived such Defaulting Lender’s default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable portion of the Term Loan and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the other Loan DocumentsCommitment of such Defaulting Lender, including without limitationsuch substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, any the Defaulting Lender shall have no right to vote refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in respect of, to consent to or to direct any action or inaction favor of the Agent or substitute Lender (and agrees that it shall be deemed to be taken into account in the calculation have executed and delivered such document if it fails to do so) subject only to being repaid its share of the Requisite Lenders, shall be suspended during the pendency of such failure outstanding Obligations without any premium or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent penalty of any amount required to be paid to kind whatsoever; provided however, that any such assumption of the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from Commitment of such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) shall not be deemed to withhold or setoff and to apply in satisfaction constitute a waiver of any of the defaulted payment and Lender Group’s or Borrower’s rights or remedies against any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement arising out of or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid relation to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid failure to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultfund.

Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for any reason the account of, or credit extended or participated in by, any Lender (a “Defaulting Lender”except any reserve requirement reflected in LIBOR); (ii) shall fail or refuse subject any Lender to perform any tax of its obligations under any kind whatsoever with respect to this Agreement or the holding of the Bonds, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.07 and the imposition of, or any change in the rate of, any Excluded Tax, other than Changes in Law that affect (a) Lender’s tax treatment of interest received on the Bonds and (b) the Bonds qualification for the De Minimis Safe Harbor Exception set forth in Section 265(b)(7) of the Code, payable by such Lender); or (iii) impose on any Lender or the London interbank market any other Loan Document condition, cost or expense not in effect prior to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, Change in addition to the rights and remedies that may be available to the Agent or the Borrower under Law affecting this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration holding of the Loans, this Agreement Bonds; and the other Loan Documentsresult of any of the foregoing shall be to increase the cost to such Lender of making an Advance, including without limitationholding the Bonds, any right to vote in respect of, to consent to or to direct any action or inaction of increase the Agent cost to such Lender, or to be taken into account in reduce the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent amount of any amount required to be paid to the Agent sum received or receivable by such Lender hereunder (without giving effect to any notice or cure periods)whether of principal, in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iiiamount) then, upon request of such Lender, the Borrower will pay to bring an action such Lender such additional amount or suit against amounts as will compensate such Defaulting Lender in a court for such additional costs incurred or reduction suffered. A Lender shall not request payment of competent jurisdiction increased costs under this Section 3.06 unless Lender provides evidence that it is such Lender’s directive to recover the defaulted amount and any related interest. Any amounts received impose this modification to all other borrowers of such Lender whose loans are similarly effected by the Agent in respect of a Defaulting Lender’s Loans shall not be paid event or circumstance giving rise to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultrequest.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail All accounting terms not specifically or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, completely defined herein shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be paid submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the Agent hereunder extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have election under the immediately preceding provisions or otherwise, the Agent shall be entitled FASB ASC Topic 825 “Financial Instruments” (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iiifinancial accounting standard having a similar result or effect) to bring an action value any Indebtedness of the Borrower or suit against such Defaulting Lender in a court any Subsidiary at “fair value”, as defined therein. For purposes of competent jurisdiction determining the amount of any outstanding Indebtedness, no effect shall be given to recover the defaulted amount and any related interest. Any amounts received election by the Agent in respect Borrower to measure an item of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested Indebtedness using fair value (as permitted by the Agent and either applied against the purchase price of such Loans under the following subsection Financial Accounting Standards Board Accounting Standards Codification 825–10–25 (bformerly known as FASB 159) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultany similar accounting standard).

Generally. If The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the transfers or exchanges of the Warrant Certificates as herein provided. Notwithstanding anything to the contrary contained herein, the Initial Holder may not assign, sell or otherwise transfer Warrants at any time before the Transfer Restriction Termination Date. The Warrant Agent shall from time to time register the transfer or exchange of any outstanding Warrant, in the records to be maintained by it for that purpose, upon surrender of such Warrant. Upon any such registration of transfer or exchange, a new Warrant Certificate shall be issued to the transferee in the case of a transfer or to the Holder making the exchange, and the surrendered Warrant Certificate shall be canceled by the Warrant Agent. Canceled Warrant Certificates shall be disposed of by the Warrant Agent in accordance with its customary procedures and the Warrant Agent shall deliver a certificate of their destruction to the Company. All Warrant Certificates issued upon any registration of transfer or exchange shall be valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form contained in Exhibit B hereto or such other form satisfactory to the Company and the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any reason registration of transfer or exchange of the Warrant Certificates. The Company may require payment of a sum sufficient to cover any Lender (a “Defaulting Lender”) shall fail tax or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies governmental charge that may be available imposed in connection with any registration of transfer or exchange of the Warrant Certificates. Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when any Warrant Certificate shall have been so endorsed, the Holder thereof may be treated by the Company, the Warrant Agent and all other persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to either exercise the rights represented thereby or to transfer the Warrants represented thereby on the register of the Company maintained by the Warrant Agent, any notice to the Agent or contrary withstanding; but until such transfer on such register, the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement Company and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of Warrant Agent may treat the Agent or to be taken into account in registered Holder thereof as the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment owner for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultall purposes.

Generally. If for any reason any Lender The Assignor has sold, assigned, transferred and set over and does hereby sell, assign, transfer and set over unto the Lessor (a “Defaulting Lender”i) shall fail or refuse the right upon valid tender of the Aircraft by AVSA in accordance with the Purchase Agreement to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within purchase the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition Aircraft pursuant to the rights and remedies that may be available to Purchase Agreement for the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate amount specified in the administration of invoice in respect thereof to be delivered by AVSA on the LoansDelivery Date therefor (including, this Agreement and the other Loan Documents, including without limitation, any the right to vote in respect of, to consent to or to direct any action or inaction accept delivery of the Agent or Aircraft through an appointed representative which may be an employee of the Assignor) and the right to be taken into account named the "Buyer" in the calculation Xxxx of Sale and the Requisite Lenders, shall be suspended during right to enforce the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have same under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds RateConsent and Guaranty, (ii) the right to withhold or setoff take and to apply in satisfaction of hold the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document Aircraft and (iii) all of the Assignor's other right, title and interest in and to bring an action or suit against the Purchase Agreement and the Consent and Guaranty (insofar as it relates to the Purchase Agreement), as and to the extent that the same relates to the Aircraft and, except to the extent reserved below, the operation of the Aircraft, including, without limitation, in such Defaulting Lender in a court of competent jurisdiction assignment to recover the defaulted amount and any related interest. Any amounts received by the Agent Lessor (A) all claims for damages in respect of such Aircraft arising as a Defaulting Lender’s Loans result of any default by AVSA under the Purchase Agreement, or by any vendor or other supplier of aircraft engines or other parts or equipment installed on or in the Aircraft, including, without limitation, all warranty, service life policy and indemnity provisions in the Purchase Agreement in respect of the Aircraft and all claims thereunder and under the Consent and Guaranty and (B) any and all rights of the Assignor to compel performance of the terms of the Purchase Agreement and the Consent and Guaranty in respect of the Aircraft, including all warranty and indemnification provisions in the Purchase Agreement and the Consent and Guaranty and claims thereunder with respect to the Aircraft; reserving to the Assignor, however, (1) all the Assignor's rights and interests in and to the Purchase Agreement and the Consent and Guaranty as and to the extent that the Purchase Agreement and the Consent and Guaranty relate to aircraft other than the Aircraft and the purchase and operation of such aircraft and to the extent that the Purchase Agreement and the Consent and Guaranty relate to any other matters not directly pertaining to the Aircraft, (2) all the Assignor's rights and interests in or arising out of any payments, advance payments or deposits made by the Assignor in respect of the Aircraft under the Purchase Agreement or amounts credited or to be credited or paid or to be paid by the Guarantor or AVSA to the Assignor in respect of the Aircraft or otherwise (except amounts credited with respect to warranty claims to the extent set forth in Section 2(b) hereof) as of the date of purchase, (3) the rights to demand, accept and retain all rights in and to all property (other than the Aircraft), data and service, other than data and service provided under Clauses 12 and 13 of the Purchase Agreement, that AVSA and the Guarantor are obligated to provide or do provide pursuant to the Purchase Agreement and the Consent and Guaranty, respectively, with respect to the Aircraft, (4) all of the Assignor's right, title and interest in and to the Purchase Agreement and the Consent and Guaranty as and to the extent that the same relates to specification changes, performance and operation pertaining to the Aircraft, other than sub-Clause 2.1 and Clauses 12 and 13 of the Purchase Agreement and under the Consent and Guaranty to the extent relating thereto, (5) the right to obtain services, training, data and demonstration and test flights pursuant to the Purchase Agreement, (6) the right to maintain plant representatives at the Guarantor's plant pursuant to the Purchase Agreement, and (7) all rights set forth in any exhibits, appendices and letter agreements, as at any time amended, modified or supplemented, to the Purchase Agreement, and under the Consent and Guaranty to the extent relating thereto; provided, however, that the reservation set forth in this Section 2(a)(7) shall not be paid to such Defaulting Lender in any way limit the rights of the Lessor arising under Sub-clause 2.1 and shall be held uninvested by Clauses 12 and 13 of the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its defaultPurchase Agreement.

Generally. If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period Unless otherwise specified for performance of such obligation orherein, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, all accounting terms used herein shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be paid delivered hereunder shall be prepared in accordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of the Parent Borrower delivered to the Lenders; provided that, if the Parent Borrower notifies the Domestic Administrative Agent hereunder that it wishes to amend any covenant in Section 8.10 to eliminate the effect of any change in GAAP on the operation of such covenant (without giving or if the Domestic Administrative Agent notifies the Parent Borrower that the Required Lenders wish to amend Section 8.10 for such purpose), then the Parent Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Parent Borrower and the Required Lenders. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, all liability amounts shall be determined excluding any liability relating to any notice or cure periods)operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in addition each case to other rights and remedies the extent that such liability, asset, amortization or interest pertains to an operating lease under which the Agent covenantor or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing member of its default.consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.