Common use of Payments; Fees Clause in Contracts

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender). If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s 's defaulted obligations, to Cash Collateralize such Lender’s 's Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Revolver Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender). If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-non- Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 3.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate unused line fee to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender). If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Revolver Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. 1. If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use apply such amounts to cover the Defaulting Lender’s defaulted obligations, use the funds to Cash Collateralize such Lender’s Fronting Exposure, to or readvance the amounts to Borrowers or to repay Obligationshereunder. A Lender shall not be entitled to receive any fees accruing hereunder while during the period in which it is a Defaulting Lender Lender, and the unfunded portion of its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. 1. If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated. Subject to Section 14.18, no reallocation hereunder shall constitute a waiver or release of any claim of any non-defaulting Lender hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-defaulting Lender as a result of such non-defaulting Lender’s increased exposure following such reallocation.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Credit Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use apply such amounts to cover the Defaulting Lender’s defaulted obligations, use the funds to Cash Collateralize such Defaulting Lender’s Fronting Exposure, to readvance the amounts to Borrowers hereunder or to repay Obligations. A Lender shall not be entitled to receive unused line fees paid pursuant to Section 3.2.1Unused Line Fees, letter of credit facility fees paid pursuant to Section 3.2.2 or any other fees accruing hereunder while during the period in which it is a Defaulting Lender Lender, and the unfunded portion of its unfunded Commitment shall be disregarded for purposes of calculating the Unused unused line feeUnused Line Fee Rate under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender). If any LC Obligations owing to a Defaulting Lender are reallocated to other Revolver Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Revolver Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, The Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to the Administrative Agent such amounts until all Obligations owing to the Administrative Agent, nonNon-Defaulting Lenders and other Secured Parties have been paid in full. The Administrative Agent may use apply such amounts to cover the Defaulting Lender’s defaulted obligations, use the funds to Cash Collateralize such Lender’s Fronting ExposureRL Percentage of the Letter of Credit Outstandings, to or readvance the amounts to the Borrowers or to repay Obligationshereunder. A No Lender shall not be entitled to receive or accrue any fees accruing hereunder while under Section 4.01(a) for and with respect to the period of time during which it is a Defaulting Lender and its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate under Section 3.2.1Lender, and the Borrowers shall not be required to pay any such Unused Line Fee Rate fees on the unfunded portion of the Revolving Loan Commitment of any such Lender which would have otherwise accrued for and with respect to such Defaulting Lender (or Administrative Agent for the benefit period of such time during which it is a Defaulting Lender. While any Lender is a Defaulting Lender, such Lender’s unfunded portion of its Revolving Loan Commitment shall be disregarded for purposes of calculating the unused line fee under Section 4.01(a). If any LC Obligations Letter of Credit Outstandings owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 Letter of Credit Outstandings shall be paid to such Lenders. The Administrative Agent shall be paid all fees attributable to LC Obligations Letter of Credit Outstandings that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3. 2.1. If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Revolver Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. 1. If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 3.2.1 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use apply such amounts to cover the Defaulting Lender’s defaulted obligations, use the funds to Cash Collateralize such Lender’s Fronting Exposure, to or readvance the amounts to Borrowers or to repay Obligationshereunder. A Lender shall not be entitled to receive any fees accruing hereunder while during the period in which it is a Defaulting Lender Lender, and the unfunded portion of its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. 1. If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated. Subject to Section 14.18, no reallocation hereunder shall constitute a waiver or release of any claim of any non-defaulting Lender hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a non-defaulting Lender as a result of such non-defaulting Xxxxxx’s increased exposure following such reallocation.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, shall receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may shall use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while during the period in which it is a Defaulting Lender Lender, and the unfunded portion of its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. 1. If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other Revolving Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Revolving Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocatedreallocated or cash collateralized.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use apply such amounts to cover the Defaulting Lender’s defaulted obligations, use the funds to Cash Collateralize such Lender’s Fronting ExposureLC Obligations, to or readvance the amounts to Borrowers or to repay Obligationshereunder. A Lender shall not be entitled to receive any fees accruing hereunder while during the period in which it is a Defaulting Lender Lender, and the unfunded portion of its unfunded Revolver Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. 1. If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 3.2.3 or 3.2.5 shall be paid to such Lenders. Administrative Notwithstanding anything to the contrary in Section 4.2.1 and this Section 4.2.2, the LC Obligations owing to a Defaulting Lender may be reallocated to the other Lenders only to the extent that such reallocation does not cause the Total Revolver Exposure of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolver Commitment. Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Credit Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use apply such amounts to cover the Defaulting Lender’s 's defaulted obligations, use the funds to Cash Collateralize such Defaulting Lender’s 's Fronting Exposure, to readvance the amounts to Borrowers hereunder or to repay Obligations. A Lender shall not be entitled to receive unused line fees paid pursuant to Section 3.2.1, letter of credit facility fees paid pursuant to Section 3.2.2 or any other fees accruing hereunder while during the period in which it is a Defaulting Lender Lender, and the unfunded portion of its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. 1. If any LC Obligations owing to a Defaulting Lender are reallocated to other Revolver Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Revolver Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative The Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative the Agent such amounts until all Obligations owing to Administrative the Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative The Agent may use apply such amounts to cover the Defaulting Lender’s defaulted obligations, use the funds to Cash Collateralize such Lender’s Fronting ExposureLC Obligations, to or readvance the amounts to Borrowers or to repay Obligationshereunder. A Lender shall not be entitled to receive any fees accruing hereunder while during the period in which it is a Defaulting Lender Lender, and the unfunded portion of its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. 1. If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 or Section 3.2.3 shall be paid to such Lenders. Administrative Notwithstanding anything to the contrary in this Section 4.2.2, the LC Obligations owing to a Defaulting Lender may be reallocated to the other Lenders only to the extent that such reallocation does not cause the U.S. Revolver Exposure and/or the Canadian Revolver Exposure, as applicable, of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Commitment The Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, The Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Credit Documents, and a Defaulting Lender shall be deemed to have assigned to the Administrative Agent such amounts until all Obligations owing to the Administrative Agent, nonNon-Defaulting Lenders and other Secured Parties have been paid in full. The Administrative Agent may use apply such amounts to cover the Defaulting Lender’s defaulted obligations, use the funds to Cash Collateralize such Lender’s Fronting ExposureRL Percentage of the Letter of Credit Outstandings, to or readvance the amounts to the Borrowers or to repay Obligationshereunder. A No Lender shall not be entitled to receive or accrue any fees accruing hereunder while under Section 4.01(a) for and with respect to the period of time during which it is a Defaulting Lender, and the Borrower shall not be required to pay any such fees on the unfunded portion of the U.S. Commitment and/or Canadian Commitment, as applicable, of any such Lender which would have otherwise accrued for and with respect to the period of time during which it is a Defaulting Lender. While any Lender is a Defaulting Lender, such Lender’s unfunded portion of its unfunded U.S. Commitment and/or Canadian Commitment, as applicable, shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender4.01(a). If any LC Obligations Letter of Credit Outstandings owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 Letter of Credit Outstandings shall be paid to such Lenders. The Administrative Agent shall be paid all fees attributable to LC Obligations Letter of Credit Outstandings that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, shall receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Revolver Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender). If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative The Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative the Agent such amounts until all Obligations owing to Administrative the Agent, nonNon-Defaulting Lenders and other Secured Parties have been paid in full. Administrative The Agent may use apply such amounts to cover the Defaulting Lender’s defaulted obligations, use the funds to Cash Collateralize such Lender’s Fronting Exposure, to readvance or re-advance the amounts to Borrowers or to repay Obligationsthe Lead Borrower hereunder. A Lender shall not be entitled to receive any fees accruing hereunder while during the period in which it is a Defaulting Lender Lender, and the unfunded portion of its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender2.05(a). If To the extent any LC Letter of Credit Obligations owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees Letter of Credit Fees attributable to such LC Letter of Credit Obligations under Section 3.2.2 2.05(c) accruing on and after the date of such reallocation shall be paid to such other Lenders. Administrative The Agent shall be paid all fees Letter of Credit Fees attributable to LC Letter of Credit Obligations that are not so reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Revolving Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. 1. If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documentshereunder, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate unused line fee to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender). If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Credit Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use apply such amounts to cover the Defaulting Lender’s defaulted obligations, use the funds to Cash Collateralize such Defaulting Lender’s Fronting Exposure, to readvance the amounts to Borrowers hereunder or to repay Obligations. A Lender shall not be entitled to receive unused line fees paid pursuant to Section 3.2.1, letter of credit facility fees paid pursuant to Section 3.2.2 or any other fees accruing hereunder while during the period in which it is a Defaulting Lender Lender, and the unfunded portion of its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender). If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-non- Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use apply such amounts to cover the Defaulting Lender’s defaulted obligations, use the funds to Cash Collateralize such Lender’s Fronting Exposure, to or readvance the amounts to Borrowers or to repay Obligationshereunder. A Lender shall not be entitled to receive any fees accruing hereunder while during the period in which it is a Defaulting Lender Lender, and the unfunded portion of its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3. 2.1. If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated. Cure. Borrowers, Agent and Issuing Bank may agree in writing that a Lender is no longer a Defaulting Lender. At such time, Pro Rata shares shall be reallocated without exclusion of such Lender’s Commitments and Loans, and all outstanding Revolver Loans, LC Obligations and other exposures under the Revolver Commitments shall be reallocated among Lenders and settled by Agent (with appropriate payments by the reinstated Lender) in accordance with the readjusted Pro Rata shares. Unless expressly agreed by Borrowers, Agent and Issuing Bank, no reinstatement of a Defaulting Lender shall constitute a waiver or release of claims against such Lender. The failure of any Lender to fund a Loan, to make a payment in respect of LC Obligations or otherwise to perform its obligations hereunder shall not relieve any other Lender of its obligations, and no Lender shall be responsible for default by another Lender.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Revolver Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1. Notwithstanding anything to the contrary herein, and the Borrowers Obligors shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such any Defaulting Lender), the Agent or any other Person any unused line fee under Section 3.2.1 with respect to any unfunded Revolver Commitment held by any Defaulting Lender. If any LC Obligations owing to a Defaulted Lender or unfunded Revolver Commitment held by any Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 or to such unfunded Revolver Commitment under Section 3.2.1, as applicable, shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. 1. If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other LendersLenders (but only to the extent that such reallocation would not cause the aggregate Revolver Usage of the non-Defaulting Lender to exceed such non-Defaulting Lender’s Commitment), fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. 1. If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 3.2.1 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Credit Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use apply such amounts to cover the Defaulting Lender’s 's defaulted obligations, use the funds to Cash Collateralize such Defaulting Lender’s 's Fronting Exposure, to readvance the amounts to Borrowers hereunder or to repay Obligations. A Lender shall not be entitled to receive Unused Line Fees, letter of credit facility fees paid pursuant to Section 3.2.2 or any other fees accruing hereunder while during the period in which it is a Defaulting Lender Lender, and the unfunded portion of its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender). If any LC Obligations owing to a Defaulting Lender are reallocated to other Revolver Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Revolver Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers Borrower or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Revolver Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3. 2.1. If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3.2. If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 3.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documents, Administrative Agent may, in its discretion, shall receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may shall use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while during the period in which it is a Defaulting Lender Lender, and the unfunded portion of its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender)3. 2.1. If any LC Obligations owing to a Defaulting Defaulted Lender are reallocated to other Tranche A Revolving Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Tranche A Revolving Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocatedreallocated or cash collateralized.

Payments; Fees. To the extent the Borrowers or any other Obligors are required to pay any amounts to a Defaulting Lender hereunder or under any other Loan Documentshereunder, Administrative Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Administrative Agent such amounts until all Obligations owing to Administrative Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Administrative Agent may use such amounts to cover the Defaulting Lender’s 's defaulted obligations, to Cash Collateralize such Lender’s 's Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate unused line fee under Section 3.2.1, and the Borrowers shall not be required to pay such Unused Line Fee Rate unused line fee to such Defaulting Lender (or Administrative Agent for the benefit of such Defaulting Lender). If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Administrative Agent shall be paid all fees attributable to LC Obligations that are not reallocated.