Common use of Non-Funding Lenders Clause in Contracts

Non-Funding Lenders. The failure of any Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such Lender, so long as such failure continues, a “Non-Funding Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be included in the calculation of “Requisite Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document and (ii) for the purposes of the making of Revolving Loan Advances under Section 1.1 hereof while a Lender is a Non-Funding Lender, such Non-Funding Lender shall be deemed to have a Commitment equal to its outstanding Revolving Loan Advances. In addition, and notwithstanding anything set forth herein to the contrary, (x) no payments in respect of Fees, interest, Revolving Loan Advances or other amounts hereunder shall be made to or for the benefit of any Non-Funding Lender so long as it remains a Non-Funding Lender (with respect to any Non-Funding Lender, “Non-Funding Lender Obligations”) until all other Obligations and all amounts owing with respect to the Roll-Up Notes (such other Obligations and amounts owing with respect to the Roll-Up Notes, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (z) all amounts which would otherwise be payable with respect to any Non-Funding Lender Obligations shall instead be paid in respect of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s request, a Person approved by Requisite Lenders shall have the right with Requisite Lenders’ consent and in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance of all Revolving Loan Advances held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

Non-Funding Lenders. The failure of any (a) If a Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such becomes a Non-Funding Lender, then, so long as such failure continues, a “Non-Funding Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) remains a Non-Funding Lender shall not have in accordance with clause (b) below, notwithstanding any voting or consent rights under or with respect to other provisions of this Agreement, any Loan Document or constitute a “Lender” (or be included in amount paid by the calculation of “Requisite Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document and (ii) Borrower for the purposes account of the making a Non-Funding Lender under this Agreement (whether on account of Revolving Loan Advances under Section 1.1 hereof while a Advances, interest, Fees, Breakage Costs, indemnity payments or other amounts) will not be paid or distributed to such Non-Funding Lender, but will, so long as such Lender is a Non-Funding Lender, such Noninstead be retained by the Administrative Agent in a segregated non-Funding Lender shall be deemed to have a Commitment equal to its outstanding Revolving Loan Advances. In addition, and notwithstanding anything set forth herein to interest bearing account (the contrary, (x) no payments in respect of Fees, interest, Revolving Loan Advances or other amounts hereunder shall be made to or for the benefit of any Non-Funding Lender so long as it remains a Non-Funding Lender (with respect to any Non-Funding Lender, “Non-Funding Lender ObligationsAccount”) ), until all other Obligations the Termination Date and all amounts owing with respect will be applied by the Administrative Agent, to the Roll-Up Notes (such other Obligations and amounts owing with respect fullest extent permitted by law, to the Roll-Up Notesmaking of payments from time to time in the following order of priority: first, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (z) all amounts which would otherwise be payable with respect to any Non-Funding Lender Obligations shall instead be paid in respect of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s request, a Person approved by Requisite Lenders shall have the right with Requisite Lenders’ consent and in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance payment of all Revolving Loan Advances held any amounts, if any, due and owing by such Non-Funding Lender to the Administrative Agent under this Agreement, together with interest thereon owing at the Index Rate; second, to the payment of any amounts owing by such Non-Funding Lender to the Swing Line Lender under this Agreement; third, to the payment of interest due and payable to the Other Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; fourth, to the payment of fees then due and payable to the Other Lenders, ratably among them in accordance with the amounts of such fees then due and payable to them; fifth, if as of any Settlement Date the aggregate principal amount of Revolving Credit Advances of any Other Lender exceeds its Pro Rata Share (as determined without giving effect to the proviso in the definition thereof) of all accrued interest Revolving Credit Advances, to repay the Revolving Credit Advances of each such Other Lender in the amount necessary to eliminate such excess, pro rata based on the Revolving Credit Credit and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Security Agreement.

Non-Funding Lenders. The failure of any (a) If a Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such becomes a Non-Funding Lender, then, so long as such failure continues, a “Non-Funding Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) remains a Non-Funding Lender shall not have in accordance with clause (c) below, notwithstanding any voting or consent rights under or with respect to other provisions of this Agreement, any Loan Document or constitute a “Lender” (or be included in amount paid by the calculation of “Requisite Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document and (ii) Borrower for the purposes account of the making a Non-Funding Lender under this Agreement (whether on account of Revolving Loan Advances under Section 1.1 hereof while a Advances, interest, Fees, Breakage Costs, indemnity payments or Second Amended and Restated Credit and Security Agreement other amounts) will not be paid or distributed to such Non-Funding Lender, but will, so long as such Lender is a Non-Funding Lender, such Noninstead be retained by the Administrative Agent in a segregated non-Funding Lender shall be deemed to have a Commitment equal to its outstanding Revolving Loan Advances. In addition, and notwithstanding anything set forth herein to the contrary, (x) no payments in respect of Fees, interest, Revolving Loan Advances or other amounts hereunder shall be made to or for the benefit of any Non-Funding Lender so long as it remains a Non-Funding Lender (interest bearing account with respect to any Non-Funding Lender, such Lender (the “Non-Funding Lender ObligationsAccount”) ), until all other Obligations the Termination Date and all amounts owing with respect will be applied by the Administrative Agent, to the Roll-Up Notes (such other Obligations and amounts owing with respect fullest extent permitted by law, to the Roll-Up Notesmaking of payments from time to time in the following order of priority: first, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (z) all amounts which would otherwise be payable with respect to any Non-Funding Lender Obligations shall instead be paid in respect of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s request, a Person approved by Requisite Lenders shall have the right with Requisite Lenders’ consent and in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance payment of all Revolving Loan Advances held any amounts, if any, due and owing by such Non-Funding Lender to the Administrative Agent under this Agreement, together with interest thereon owing at the Index Rate; second, to the payment of any amounts owing by such Non-Funding Lender to the Swing Line Lender under this Agreement; third, to the payment of interest due and payable to the Other Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; fourth, to the payment of fees then due and payable to the Other Lenders, ratably among them in accordance with the amounts of such fees then due and payable to them; fifth, if as of any Settlement Date the aggregate principal amount of Revolving Credit Advances of any Other Lender exceeds its Pro Rata Share (as determined without giving effect to the proviso in the definition thereof) of all accrued interest Revolving Credit Advances, to repay the Revolving Credit Advances of each such Other Lender in the amount necessary to eliminate such excess, pro rata based on the Revolving Credit Advances of the Other Lenders; sixth, to make any other mandatory reductions of Revolving Credit Advances of the Other Lenders required under Section 2.08, pro rata based on the Revolving Credit Advances of such Other Lenders; seventh, to the ratable payment of other amounts then due and fees with respect thereto payable to the Other Lenders; and eighth, to pay any interest, Advances or other amounts owing under this Agreement to such Non-Funding Lender in the order of priority set forth in Section 2.08(b) hereof or as a court of competent jurisdiction may otherwise direct; provided that funds shall be redirected from the Non-Funding Lender Account to pay amounts owed under clauses second through seventh solely after application of other funds on deposit in the date of sale, Agent Account and only to the extent that such purchase and sale other funds are insufficient to make such payments. Any funds redirected from the Non-Funding Lender Account to make payments under clauses second through seventh above shall not be deemed to be consummated pursuant payment by the Borrower for purposes of determining whether a Termination Event or a Designated Event has occurred and shall not discharge any obligations of the Borrower to an executed Assignment Agreementmake such payment. To the extent that any Other Lenders have been paid with amounts redirected from the Non-Funding Lender Account, the Non-Funding Lender shall, from and after payment in full of all interest, Advances and other amounts owed to the Other Lender, be subrogated to the rights of the Other Lenders to the extent of any such payments from the Non-Funding Lender Account under clause eighth above.

Non-Funding Lenders. The failure of any (a) If a Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such becomes a Non-Funding Lender, then, so long as such failure continues, a “Non-Funding Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) remains a Non-Funding Lender shall not have in accordance with clause (c) below, notwithstanding any voting or consent rights under or with respect to other provisions of this Agreement, any Loan Document or constitute a “Lender” (or be included in amount paid by the calculation of “Requisite Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document and (ii) Borrower for the purposes account of the making such Non-Funding Lender under this Agreement (whether on account of Revolving Loan Advances under Section 1.1 hereof while a Advances, interest, Fees, indemnity payments or other amounts) will not be paid or distributed to such Non-Funding Lender, but will, so long as such Lender is a Non-Funding Lender, such instead be retained by the Administrative Agent in a segregated non-interest bearing account (the “Non-Funding Lender Account”), until the Termination Date and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority (and the Non-Funding Lender shall be deemed to have a Commitment equal to its outstanding Revolving Loan Advances. In additionno claims against the Borrower, and notwithstanding anything set forth herein the Administrative Agent or any Lender for making such redirected payments): first, to the contrary, (x) no payments in respect of Fees, interest, Revolving Loan Advances or other amounts hereunder shall be made to or for the benefit payment of any Non-Funding Lender so long as it remains a Non-Funding Lender (with respect to any Non-Funding Lenderamounts, “Non-Funding Lender Obligations”) until all other Obligations if any, due and all amounts owing with respect to the Roll-Up Notes (such other Obligations and amounts owing with respect to the Roll-Up Notes, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (z) all amounts which would otherwise be payable with respect to any Non-Funding Lender Obligations shall instead be paid in respect of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s request, a Person approved by Requisite Lenders shall have the right with Requisite Lenders’ consent and in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance of all Revolving Loan Advances held by such Non-Funding Lender to the Administrative Agent under this Agreement, together with interest thereon owing at the Index Rate; second, to the payment of interest due and all accrued payable to the Other Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; third, to the payment of fees then due and payable to the Other Lenders, ratably among them in accordance with respect thereto the amounts of such fees then due and payable to them; fourth, if as of any Settlement Date the Advances of any Other Lender exceeds its Pro Rata Share (as determined without giving effect to the proviso in the definition thereof) of the total Advances, to repay the Advances of each such Other Lender in the amount necessary to eliminate such excess, pro rata based on the Advances of the Other Lenders; fifth, to make any other mandatory reductions of the Advances of the Other Lenders required under Section 2.08, pro rata based on the Advances of such Other Lenders; sixth, to the ratable payment of other amounts then due and payable to the Other Lenders; and seventh, to pay any interest, Advances or other amounts owing under this Agreement to such Non-Funding Lender in the order of priority set forth in Section 2.08(c) hereof or as a court of competent jurisdiction may otherwise direct; provided that funds shall be redirected from the Non-Funding Lender Account to pay amounts owed under clauses second through sixth solely after application of other funds on deposit in the date of sale, Agent Account and only to the extent that such purchase and sale other funds are insufficient to make such payments. Any funds redirected from the Non-Funding Lender Account to make payments under clauses second through sixth above shall not be deemed to be consummated pursuant payment by the Borrower for purposes of determining whether a Termination Event has occurred and shall not discharge any obligations of the Borrower to an executed Assignment Agreementmake such payment. To the extent that any Other Lenders have been paid with amounts redirected from the Non-Funding Lender Account, the Non-Funding Lender shall, from and after payment in full of all interest, Advances and other amounts owed to the Other Lender, be subrogated to the rights of the Other Lenders to the extent of any such payments from the Non-Funding Lender Account under clause seventh above.

Non-Funding Lenders. The failure of any (a) If a Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such becomes a Non-Funding Lender, then, so long as such failure continues, a “Non-Funding Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) remains a Non-Funding Lender shall not have in accordance with clause (c) below, notwithstanding any voting or consent rights under or with respect to other provisions of this Agreement, any Loan Document or constitute a “Lender” (or be included in amount paid by the calculation of “Requisite Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document and (ii) Borrower for the purposes account of the making such Non-Funding Lender under this Agreement (whether on account of Revolving Loan Advances under Section 1.1 hereof while a Advances, interest, Fees, indemnity payments or other amounts) will not be paid or distributed to such Non-Funding Lender, but will, so long as such Lender is a Non-Funding Lender, such instead be retained by the Administrative Agent in a segregated non-interest bearing account (the “Non-Funding Lender Account”), until the Termination Date and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority (and the Non-Funding Lender shall be deemed to have a Commitment equal to its outstanding Revolving Loan Advances. In additionno claims against the Borrower, and notwithstanding anything set forth herein the Administrative Agent or any Lender for making such redirected payments): first, to the contrary, (x) no payments in respect of Fees, interest, Revolving Loan Advances or other amounts hereunder shall be made to or for the benefit payment of any Non-Funding Lender so long as it remains a Non-Funding Lender (with respect to any Non-Funding Lenderamounts, “Non-Funding Lender Obligations”) until all other Obligations if any, due and all amounts owing with respect to the Roll-Up Notes (such other Obligations and amounts owing with respect to the Roll-Up Notes, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (z) all amounts which would otherwise be payable with respect to any Non-Funding Lender Obligations shall instead be paid in respect of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s request, a Person approved by Requisite Lenders shall have the right with Requisite Lenders’ consent and in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance of all Revolving Loan Advances held by such Non-Funding Lender to the Administrative Agent under this Agreement, together with interest thereon owing at the Base Rate; second, to the payment of interest due and all accrued payable to the Other Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; third, to the payment of fees then due and payable to the Other Lenders, ratably among them in accordance with respect thereto the amounts of such fees then due and payable to them; fourth, if as of any Settlement Date the Advances of any Other Lender exceeds its Pro Rata Share (as determined without giving effect to the proviso in the definition thereof) of the total Advances, to repay the Advances of each such Other Lender in the amount necessary to eliminate such excess, pro rata based on the Advances of the Other Lenders; fifth, to make any other mandatory reductions of the Advances of the Other Lenders required under Section 2.08, pro rata based on the Advances of such Other Lenders; sixth, to the ratable payment of other amounts then due and payable to the Other Lenders; and seventh, to pay any interest, Advances or other amounts owing under this Agreement to such Non-Funding Lender in the order of priority set forth in Section 2.08(b) hereof or as a court of competent jurisdiction may otherwise direct; provided that funds shall be redirected from the Non-Funding Lender Account to pay amounts owed under clauses second through sixth solely after application of other funds and only to the date of sale, extent that such purchase and sale other funds are insufficient to make such payments. Any funds redirected from the Non-Funding Lender Account to make payments under clauses second through sixth above shall not be deemed to be consummated pursuant payment by the Borrower for purposes of determining whether a Termination Event has occurred and shall not discharge any obligations of the Borrower to an executed Assignment Agreementmake such payment. To the extent that any Other Lenders have been paid with amounts redirected from the Non-Funding Lender Account, the Non-Funding Lender shall, from and after payment in full of all interest, Advances and other amounts owed to the Other Lender, be subrogated to the rights of the Other Lenders to the extent of any such payments from the Non-Funding Lender Account under clause seventh above.

Non-Funding Lenders. The failure of any Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such Lender, so long as such failure continues, a “Non-Funding Lender”a) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “"Lender” " (or be included in the calculation of “Requisite "Required Lenders” hereunder") under this Agreement for any voting or ---------------- consent rights under or with respect to any Loan Document and (ii) for Document; provided, however, that if any Lender making the purposes election under Section 2.4 advances funds to ----------- Borrower on behalf of any Non-Funding Lender in accordance with Section 2.4, such Lenders shall be ----------- permitted to exercise the voting or consent rights of the making Non-Funding Lender under the Agreement ratably in accordance with the amount of Revolving Loan Advances under Section 1.1 hereof while a such funds provided by such Lenders. If any Lender is a Non-Funding Lender and any Lender making the election under Section 2.4 advances funds to Borrower on behalf of a Non-Funding ----------- Lender, then such Non-Funding Lender shall be deemed to have owe such Lenders the amount of such advance plus interest accrued on such advance at the Base Rate plus 2.00% (a Commitment equal to its outstanding Revolving Loan Advances"Defaulted Advance Amount") ratably in accordance with the amount of such funds ------------------------ provided by such Lenders. In addition, and notwithstanding anything set forth herein to the contrary, (x) no payments in respect of Fees, interest, Revolving Loan Advances or other amounts hereunder shall be made to or for the benefit of any Non-Funding Lender so So long as it remains a Non-Funding Lender (with respect owes a Defaulted Advance Amount, if the Agent receives a payment or proceeds to any Non-Funding Lender, “Non-Funding Lender Obligations”) until all other Obligations and all amounts owing with respect to the Roll-Up Notes (such other Obligations and amounts owing with respect to the Roll-Up Notes, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (z) all amounts which would otherwise be payable with respect to any Non-Funding Lender Obligations shall instead be paid in respect of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s request, a Person approved by Requisite Lenders shall have the right with Requisite Lenders’ consent and in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance of all Revolving Loan Advances held by such Non-Funding Lender under this Agreement but for this Section 2.7, then the Agent ----------- shall make such payment to any Lender making the election under Section 2.4 in ----------- an amount not to exceed the Defaulted Advance Amount and all accrued interest any remaining amount shall otherwise be applied pursuant to Section 7.2. The rights and fees remedies ----------- under this Section 2.7 are in addition to other rights and remedies that the ----------- Lenders, the Agent or any other party may have against such Non-Funding Lender with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreementany Defaulted Advance Amount.

Non-Funding Lenders. The failure of any (a) If a Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such becomes a Non-Funding Lender, then, so long as such failure continues, a “Non-Funding Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) remains a Non-Funding Lender shall not have in accordance with clause (c) below, notwithstanding any voting or consent rights under or with respect to other provisions of this Agreement, any Loan Document or constitute a “Lender” (or be included in amount paid by the calculation of “Requisite Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document and (ii) Borrower for the purposes account of the making such Non-Funding Lender under this Agreement (whether on account of Revolving Loan Advances under Section 1.1 hereof while a Advances, interest, Fees, indemnity payments or other amounts) will not be paid or distributed to such Non-Funding Lender, but will, so long as such Lender is a Non-Funding Lender, such instead be retained by the Administrative Agent in a segregated non-interest bearing account (the “Non-Funding Lender Account”), until the Termination Date and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority (and the Non-Funding Lender shall be deemed to have a Commitment equal to its outstanding Revolving Loan Advances. In additionno claims against the Borrower, and notwithstanding anything set forth herein the Administrative Agent or any Lender for making such redirected payments): first, to the contrary, (x) no payments in respect of Fees, interest, Revolving Loan Advances or other amounts hereunder shall be made to or for the benefit payment of any Non-Funding Lender so long as it remains a Non-Funding Lender (with respect to any Non-Funding Lenderamounts, “Non-Funding Lender Obligations”) until all other Obligations if any, due and all amounts owing with respect to the Roll-Up Notes (such other Obligations and amounts owing with respect to the Roll-Up Notes, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (z) all amounts which would otherwise be payable with respect to any Non-Funding Lender Obligations shall instead be paid in respect of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s request, a Person approved by Requisite Lenders shall have the right with Requisite Lenders’ consent and in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance of all Revolving Loan Advances held by such Non-Funding Lender to the Administrative Agent under this Agreement, together with interest thereon owing at the Index Rate; second, to the payment of interest due and all accrued payable to the Other Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; third, to the payment of fees then due and payable to the Other Lenders, ratably among them in accordance with respect thereto the amounts of such fees then due and payable to them; fourth, if as of any Settlement Date the Advances of any Other Lender exceeds its Pro Rata Share (as determined without giving effect to the proviso in the definition thereof) of the total Advances, to repay the Advances of each such Other Lender in the amount necessary to eliminate such excess, pro rata based on the Advances of the Other Lenders; fifth, to make any other mandatory reductions of the Advances of the Other Lenders required under Section 2.08, pro rata based on the Advances of such Other Lenders; sixth, to the ratable payment of other amounts then due and payable to the Other Lenders; and seventh, to pay any interest, Advances or other amounts owing under this Agreement to such Non-Funding Lender in the order of priority set forth in Section 2.08(b) hereof or as Amended and Restated Receivables Funding and Administration Agreement a court of competent jurisdiction may otherwise direct; provided that funds shall be redirected from the Non-Funding Lender Account to pay amounts owed under clauses second through sixth solely after application of other funds on deposit in the date of sale, Agent Account and only to the extent that such purchase and sale other funds are insufficient to make such payments. Any funds redirected from the Non-Funding Lender Account to make payments under clauses second through sixth above shall not be deemed to be consummated pursuant payment by the Borrower for purposes of determining whether a Termination Event has occurred and shall not discharge any obligations of the Borrower to an executed Assignment Agreementmake such payment. To the extent that any Other Lenders have been paid with amounts redirected from the Non-Funding Lender Account, the Non-Funding Lender shall, from and after payment in full of all interest, Advances and other amounts owed to the Other Lender, be subrogated to the rights of the Other Lenders to the extent of any such payments from the Non-Funding Lender Account under clause seventh above.

Non-Funding Lenders. The failure of any (a) If a Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such becomes a Non-Funding Lender, then, so long as such failure continues, a “Non-Funding Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) remains a Non-Funding Lender shall not have in accordance with clause (c) below, notwithstanding any voting or consent rights under or with respect to other provisions of this Agreement, any Loan Document or constitute a “Lender” (or be included in amount paid by the calculation of “Requisite Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document and (ii) Borrower for the purposes account of the making a Non-Funding Lender under this Agreement (whether on account of Revolving Loan Advances under Section 1.1 hereof while a Advances, interest, Fees, Breakage Costs, indemnity payments or other amounts) will not be paid or distributed to such Non-Funding Lender, but will, so long as such Lender is a Non-Funding Lender, such Noninstead be retained by the Administrative Agent in a segregated non-Funding Lender shall be deemed to have a Commitment equal to its outstanding Revolving Loan Advances. In addition, and notwithstanding anything set forth herein to the contrary, (x) no payments in respect of Fees, interest, Revolving Loan Advances or other amounts hereunder shall be made to or for the benefit of any Non-Funding Lender so long as it remains a Non-Funding Lender (interest bearing account with respect to any Non-Funding Lender, such Lender (the “Non-Funding Lender ObligationsAccount”) ), until all other Obligations the Termination Date and all amounts owing with respect will be applied by the Administrative Agent, to the Roll-Up Notes (such other Obligations and amounts owing with respect fullest extent permitted by law, to the Roll-Up Notesmaking of payments from time to time in the following order of priority: first, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (z) all amounts which would otherwise be payable with respect to any Non-Funding Lender Obligations shall instead be paid in respect of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s request, a Person approved by Requisite Lenders shall have the right with Requisite Lenders’ consent and in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance payment of all Revolving Loan Advances held any amounts, if any, due and owing by such Non-Funding Lender to the Administrative Agent under this Agreement, together with interest thereon owing at the Index Rate; second, to the payment of any amounts owing by such Non-Funding Lender to the Swing Line Lender under this Agreement; third, to the payment of interest due and payable to the Other Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; fourth, to the payment of fees then due and payable to the Other Lenders, ratably among them in accordance with the amounts of such fees then due and payable to them; fifth, if as of any Settlement Date the aggregate principal amount of Revolving Credit Advances of any Other Lender exceeds its Pro Rata Share (as determined without giving effect to the proviso in the definition thereof) of all accrued interest Revolving Credit Advances, to repay the Revolving Credit Advances of each such Other Lender in the amount necessary to eliminate such excess, pro rata based on the Revolving Credit Advances of the Other Lenders; sixth, to make any other mandatory reductions of Revolving Credit Advances of the Other Lenders required under Section 2.08, pro rata based on the Revolving Credit Advances of such Other Lenders; seventh, to the ratable payment of other amounts then due and fees with respect thereto payable to the Other Lenders; and eighth, to pay any interest, Advances or other amounts owing under this Agreement to such Non-Funding Lender in the order of priority set forth in Section 2.08(b) hereof or as a court of competent jurisdiction may otherwise direct; provided that funds shall be redirected from the Non-Funding Lender Account to pay amounts owed under clauses second through seventh solely after application of other funds on deposit in the date of sale, Agent Account and only to the extent that such purchase and sale other funds are insufficient to make such payments. Any funds redirected from the Non-Funding Lender Account to make payments under clauses second through seventh above shall not be deemed to be consummated pursuant payment by the Borrower for purposes of determining whether a Termination Event or a Designated Event has occurred and shall not discharge any obligations of the Borrower to an executed Assignment make such payment. To the extent that any Other Lenders have been paid with amounts redirected from the Non-Funding Lender Account, the Non-Funding Lender shall, from and after payment in full of all interest, Advances and other amounts owed to the Other Lender, be subrogated to the rights of the Other Lenders to the extent of any such payments from the Non-Funding Lender Account under clause eighth above. Amended and Restated Credit and Security Agreement.

Non-Funding Lenders. The failure of any (a) If a Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such becomes a Non-Funding Lender, then, so long as such failure continues, a “Non-Funding Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) remains a Non-Funding Lender shall not have in accordance with clause (c) below, notwithstanding any voting or consent rights under or with respect to other provisions of this Agreement, any Loan Document or constitute a “Lender” (or be included in amount paid by the calculation of “Requisite Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document and (ii) Borrower for the purposes account of the making a Non-Funding Lender under this Agreement (whether on account of Revolving Loan Advances under Section 1.1 hereof while a Advances, interest, Fees, Breakage Costs, indemnity payments or Third Amended and Restated Credit and Security Agreement other amounts) will not be paid or distributed to such Non-Funding Lender, but will, so long as such Lender is a Non-Funding Lender, such Noninstead be retained by the Administrative Agent in a segregated non-Funding Lender shall be deemed to have a Commitment equal to its outstanding Revolving Loan Advances. In addition, and notwithstanding anything set forth herein to the contrary, (x) no payments in respect of Fees, interest, Revolving Loan Advances or other amounts hereunder shall be made to or for the benefit of any Non-Funding Lender so long as it remains a Non-Funding Lender (interest bearing account with respect to any Non-Funding Lender, such Lender (the “Non-Funding Lender ObligationsAccount”) ), until all other Obligations the Termination Date and all amounts owing with respect will be applied by the Administrative Agent, to the Roll-Up Notes (such other Obligations and amounts owing with respect fullest extent permitted by law, to the Roll-Up Notesmaking of payments from time to time in the following order of priority: first, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (z) all amounts which would otherwise be payable with respect to any Non-Funding Lender Obligations shall instead be paid in respect of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s request, a Person approved by Requisite Lenders shall have the right with Requisite Lenders’ consent and in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance payment of all Revolving Loan Advances held any amounts, if any, due and owing by such Non-Funding Lender to the Administrative Agent under this Agreement, together with interest thereon owing at the Index Rate; second, to the payment of any amounts owing by such Non-Funding Lender to the Swing Line Lender under this Agreement; third, to the payment of interest due and payable to the Other Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; fourth, to the payment of fees then due and payable to the Other Lenders, ratably among them in accordance with the amounts of such fees then due and payable to them; fifth, if as of any Settlement Date the aggregate principal amount of Revolving Credit Advances of any Other Lender exceeds its Pro Rata Share (as determined without giving effect to the proviso in the definition thereof) of all accrued interest Revolving Credit Advances, to repay the Revolving Credit Advances of each such Other Lender in the amount necessary to eliminate such excess, pro rata based on the Revolving Credit Advances of the Other Lenders; sixth, to make any other mandatory reductions of Revolving Credit Advances of the Other Lenders required under Section 2.08, pro rata based on the Revolving Credit Advances of such Other Lenders; seventh, to the ratable payment of other amounts then due and fees with respect thereto payable to the Other Lenders; and eighth, to pay any interest, Advances or other amounts owing under this Agreement to such Non-Funding Lender in the order of priority set forth in Section 2.08(b) hereof or as a court of competent jurisdiction may otherwise direct; provided that funds shall be redirected from the Non-Funding Lender Account to pay amounts owed under clauses second through seventh solely after application of other funds on deposit in the date of sale, Agent Account and only to the extent that such purchase and sale other funds are insufficient to make such payments. Any funds redirected from the Non-Funding Lender Account to make payments under clauses second through seventh above shall not be deemed to be consummated pursuant payment by the Borrower for purposes of determining whether a Termination Event or a Designated Event has occurred and shall not discharge any obligations of the Borrower to an executed Assignment Agreementmake such payment. To the extent that any Other Lenders have been paid with amounts redirected from the Non-Funding Lender Account, the Non-Funding Lender shall, from and after payment in full of all interest, Advances and other amounts owed to the Other Lender, be subrogated to the rights of the Other Lenders to the extent of any such payments from the Non-Funding Lender Account under clause eighth above.

Non-Funding Lenders. The failure of any Each Revolving Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such Lender, so long as such failure continues, a “Non-Funding Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for obligated only to fund its pro-rata share of an Advance subject to the terms and conditions hereof, regardless of the failure of any another Revolving Lender to fund its pro-rata share thereof. Such Non-Funding Lender shall, until such amount is paid to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to Credit Agent (with interest at the contraryFederal Funds Rate), (ia) a Non-Funding Lender shall not have permit Revolving Credit Agent the unconditional and irrevocable right of setoff against any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” amounts (or be included in the calculation including, without limitation, payments of “Requisite Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document and (ii) for the purposes of the making of Revolving Loan Advances under Section 1.1 hereof while a Lender is a Non-Funding Lender, such Non-Funding Lender shall be deemed to have a Commitment equal to its outstanding Revolving Loan Advances. In addition, and notwithstanding anything set forth herein to the contrary, (x) no payments in respect of Feesprincipal, interest, and fees, as well as indemnity payments) received by Revolving Loan Advances or other amounts Credit Agent hereunder shall be made to or for the benefit of any Non-Funding Lender so long as it remains a Non-Funding Lender (with respect to any Non-Funding such Defaulting Lender, “Non-Funding Lender Obligations”) until all other Obligations and all amounts owing with respect to the Roll-Up Notes (such other Obligations and amounts owing with respect to the Roll-Up Notes, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (zb) if such failure to pay shall continue for a period of two Business Days, result in any such Defaulting Lender forfeiting any right to vote on any matter that the Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all amounts which would otherwise be payable with respect Lenders are permitted to any Non-Funding Lender Obligations shall instead be paid in respect vote for hereunder (and the calculation of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s requestRequisite Lenders, a Person approved by Requisite Revolving Lenders and Supermajority Revolving Lenders shall exclude such Defaulting Lender's interest in the Revolving Loan Commitment); provided, however, once such a failure is cured, then such Lender shall, subsequent thereto, have all rights hereunder; provided, further, however, if any Lender shall fail to make such a payment within the two Business Day period specified in clause (b) above (other than by reason of events beyond the reasonable control of such Lender) two or more times during the term hereof, such Lender shall permanently forfeit its right with to vote hereunder (and the calculation of Requisite Lenders’ consent , Requisite Revolving Lenders and Supermajority Revolving Lenders shall exclude such Defaulting Lender's interest in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance of all Revolving Loan Advances held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment AgreementCommitment).

Non-Funding Lenders. The failure of any (a) If a Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such becomes a Non-Funding Lender, then, so long as such failure continues, a “Non-Funding Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) remains a Non-Funding Lender shall not have (pursuant to subsection (c) below), notwithstanding any voting or consent rights under or with respect to other provisions of this Agreement, any Loan Document or constitute a “Lender” (or be included in amount paid by the calculation of “Requisite Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document and (ii) Borrower for the purposes account of a Non-Funding Lender under this Agreement (whether on account of Advances, interest, Fees, Breakage Costs, indemnity payments or other amounts) (the making Borrower Obligation in respect of Revolving Loan Advances under Section 1.1 hereof while a which any such amount was paid by the Borrower for the account of such Non-Funding Lender, the “Applicable Non-Funding Borrower Obligation”) will not be paid or distributed to such Non-Funding Lender, but will, so long as such Lender is a Non-Funding Lender, such Noninstead be retained by the Administrative Agent in a segregated non-Funding Lender shall be deemed to have a Commitment equal to its outstanding Revolving Loan Advances. In addition, and notwithstanding anything set forth herein to the contrary, (x) no payments in respect of Fees, interest, Revolving Loan Advances or other amounts hereunder shall be made to or for the benefit of any Non-Funding Lender so long as it remains a Non-Funding Lender (interest bearing account with respect to any Non-Funding Lender, such Lender (the “Non-Funding Lender ObligationsAccount”) ), until all other Obligations the Termination Date and all amounts owing with respect will be applied by the Administrative Agent, to the Roll-Up Notes (such other Obligations and amounts owing with respect fullest extent permitted by law, to the Roll-Up Notesmaking of payments from time to time in the following order of priority: first, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (z) all amounts which would otherwise be payable with respect to any Non-Funding Lender Obligations shall instead be paid in respect of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s request, a Person approved by Requisite Lenders shall have the right with Requisite Lenders’ consent and in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance payment of all Revolving Loan Advances held any amounts, if any, due and owing by such Non-Funding Lender to the Administrative Agent under this Agreement, together with interest thereon owing at the Index Rate; second, to the payment of any amounts owing by such Non-Funding Lender to the Swing Line Lender under this Agreement, third, to the payment of interest due and payable to the Other Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; fourth, to the payment of Fees then due and payable to the Other Lenders, ratably among them in accordance with the amounts of such Fees then due and payable to them; fifth, if as of any Settlement Date the aggregate principal amount of Revolving Credit Advances of any Other Lender exceeds its Pro Rata Share (as determined without giving effect to the proviso in the definition thereof) of all accrued interest Revolving Credit Advances, to repay the Revolving Credit Advances of each such Other Lender in the amount necessary to eliminate such excess, pro rata based on the Revolving Credit Advances of the Other Lenders; sixth, to make any other mandatory reductions of Revolving Credit Advances of the Other Lenders required under Section 2.8, pro rata based on the Revolving Credit Advances of such Other Lenders; seventh, to make any other mandatory deposits into the LC Collateral Account required under Section 2.8, eighth, to the ratable payment of other amounts then due and fees with respect thereto payable to the Other Lenders; ninth, to pay any interest, Advances or other amounts owing under this Agreement to such Non-Funding Lender in the order of priority set forth in Section 2.8 hereof or as a court of competent jurisdiction may otherwise direct and tenth, to pay the remainder to the Borrower; provided that funds shall be redirected from the Non-Funding Lender Account to pay amounts owed under second through eighth solely after application of other funds on deposit in the date of sale, Agent Account available to make payments under clauses second through eighth above. Any funds redirected from the Non-Funding Lender Account to pay such purchase and sale amounts shall not be deemed to be consummated pursuant payment by the Borrower for purposes of determining whether a Termination Event or Incipient Termination Event has occurred and shall not discharge any obligations of the Borrower to an executed Assignment make such payment. To the extent that any Other Lenders have been paid with amounts redirected from the Non-Funding Lender Account, the Non-Funding Lender shall, from and after payment in full of all interest, Advances and other amounts owed to the Other Lender, be subrogated to the rights of the Other Lenders to the extent of any such payments from the Non-Funding Lender Account under clause eighth above. For the avoidance of doubt, in the event that any amounts paid by the Borrower for the account of a Non-Funding Lender in respect of any Applicable Non-Funding Borrower Obligation are deposited into the Non-Funding Lender Account, the Borrower shall not again be required to pay amounts in respect of such Applicable Non-Funding Borrower Obligation (unless otherwise expressly required by this Agreement).

Non-Funding Lenders. The failure of any (a) If a Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such becomes a Non-Funding Lender, then, so long as such failure continues, a “Non-Funding Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) remains a Non-Funding Lender shall not have in accordance with clause (c) below, notwithstanding any voting or consent rights under or with respect to other provisions of this Agreement, any Loan Document or constitute a “Lender” (or be included in amount paid by the calculation of “Requisite Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document and (ii) Borrower for the purposes account of the making such Non-Funding Lender under this Agreement (whether on account of Revolving Loan Advances under Section 1.1 hereof while a Advances, interest, Fees, indemnity payments or other amounts) will not be paid or distributed to such Non-Funding Lender, but will, so long as such Lender is a Non-Funding Lender, such instead be retained by the Administrative Agent in a segregated non-interest bearing account (the “Non-Funding Lender Receivables Funding and Administration Agreement Account”), until the Termination Date and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority (and the Non-Funding Lender shall be deemed to have a Commitment equal to its outstanding Revolving Loan Advances. In additionno claims against the Borrower, and notwithstanding anything set forth herein the Administrative Agent or any Lender for making such redirected payments): first, to the contrary, (x) no payments in respect of Fees, interest, Revolving Loan Advances or other amounts hereunder shall be made to or for the benefit payment of any Non-Funding Lender so long as it remains a Non-Funding Lender (with respect to any Non-Funding Lenderamounts, “Non-Funding Lender Obligations”) until all other Obligations if any, due and all amounts owing with respect to the Roll-Up Notes (such other Obligations and amounts owing with respect to the Roll-Up Notes, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (z) all amounts which would otherwise be payable with respect to any Non-Funding Lender Obligations shall instead be paid in respect of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s request, a Person approved by Requisite Lenders shall have the right with Requisite Lenders’ consent and in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance of all Revolving Loan Advances held by such Non-Funding Lender to the Administrative Agent under this Agreement, together with interest thereon owing at the Index Rate; second, to the payment of interest due and all accrued payable to the Other Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; third, to the payment of fees then due and payable to the Other Lenders, ratably among them in accordance with respect thereto the amounts of such fees then due and payable to them; fourth, if as of any Settlement Date the Advances of any Other Lender exceeds its Pro Rata Share (as determined without giving effect to the proviso in the definition thereof) of the total Advances, to repay the Advances of each such Other Lender in the amount necessary to eliminate such excess, pro rata based on the Advances of the Other Lenders; fifth, to make any other mandatory reductions of the Advances of the Other Lenders required under Section 2.08, pro rata based on the Advances of such Other Lenders; sixth, to the ratable payment of other amounts then due and payable to the Other Lenders; and seventh, to pay any interest, Advances or other amounts owing under this Agreement to such Non-Funding Lender in the order of priority set forth in Section 2.08(c) hereof or as a court of competent jurisdiction may otherwise direct; provided that funds shall be redirected from the Non-Funding Lender Account to pay amounts owed under clauses second through sixth solely after application of other funds on deposit in the date of sale, Agent Account and only to the extent that such purchase and sale other funds are insufficient to make such payments. Any funds redirected from the Non-Funding Lender Account to make payments under clauses second through sixth above shall not be deemed to be consummated pursuant payment by the Borrower for purposes of determining whether a Termination Event has occurred and shall not discharge any obligations of the Borrower to an executed Assignment Agreementmake such payment. To the extent that any Other Lenders have been paid with amounts redirected from the Non-Funding Lender Account, the Non-Funding Lender shall, from and after payment in full of all interest, Advances and other amounts owed to the Other Lender, be subrogated to the rights of the Other Lenders to the extent of any such payments from the Non-Funding Lender Account under clause seventh above.

Non-Funding Lenders. The failure of any Lender to make any Revolving Loan Advance or any payment required by it hereunder on the date specified therefor (any such Lender, so long as such failure continues, a “Non-Funding Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Revolving Loan Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Revolving Loan Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be included in the calculation of “Requisite Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document and (ii) for the purposes of the making of Revolving Loan Advances under Section 1.1 hereof while a Lender is a Non-Funding Lender, such Non-Funding Lender shall be deemed to have a Commitment equal to its outstanding Revolving Loan Advances. In addition, and notwithstanding anything set forth herein to the contrary, (x) no payments in respect of Fees, interest, Revolving Loan Advances or other amounts hereunder shall be made to or for the benefit of any Non-Funding Lender so long as it remains a Non-Funding Lender (with respect to any Non-Funding Lender, “Non-Funding Lender Obligations”) until all other Obligations and all amounts owing with respect to the Roll-Roll- Up Notes (such other Obligations and amounts owing with respect to the Roll-Up Notes, collectively, “Prior Obligations”) have been paid or satisfied in full, (y) all Non-Funding Lender Obligations shall be expressly subordinate in respect of payment to all Prior Obligations, and (z) all amounts which would otherwise be payable with respect to any Non-Funding Lender Obligations shall instead be paid in respect of Prior Obligations as otherwise provided herein until all Prior Obligations have been paid or satisfied in full. At the Borrower’s request, a Person approved by Requisite Lenders shall have the right with Requisite Lenders’ consent and in Requisite Lenders’ sole discretion (but shall have no obligation) to purchase from any Non-Non- Funding Lender, and each Non-Funding Lender agrees that it shall, at Requisite Lenders’ request, sell and assign to such Person, all of the Commitments of that Non-Funding Lender for an amount equal to the principal balance of all Revolving Loan Advances held by such Non-Non- Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.