Common use of Purchase of Defaulting Lender’s Commitment Clause in Contracts

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that the failure or unwillingness of such Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b)12.12. No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligatedobligated to, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)12.12. In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b), Acceptance and shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided 3,500, it being agreed and understood that the failure relevant Defaulting Lender will be deemed to have agreed to and entered into such Assignment and Acceptance upon the payment of such amounts set forth in this Section 1.14(d), regardless of whether or unwillingness of not such Defaulting Lender to execute the executes and/or delivers any Assignment and Assumption Acceptance, and other necessary documents shall not prevent or delay such each Lender, by being party to this Agreement, in the event it is a Defaulting Lender, hereby agrees to and accepts an assignment of its Loans and Commitments on the Assignment terms and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notesconditions set forth in this Section 1.14(d). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender Bank is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other LendersBanks, demand that such Defaulting Lender assign its Loan Commitment and Loans to an Eligible Assignee a Qualified Institution subject to and in accordance with the provisions of Section 13.5.(b)12.05. No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assigneea Qualified Institution. In addition, any Lender who Bank which is not a Defaulting Lender may, but shall not be obligatedobligated to, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Loan Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)12.04. In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption Agreement and, notwithstanding Section 13.5.(b)12.05, shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that the failure or unwillingness of such Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes)4,500. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to Administrative Agent, the Fronting Banks or the Banks provided that the foregoing shall not constitute a waiver or release of any claim of Borrower, Administrative Agent Agent, any Fronting Bank or any of the LendersBank against any Defaulting Lender.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b13.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b13.6(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding in accordance with Section 13.5.(b13.6(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; , provided that the failure or unwillingness of such by a Defaulting Lender to execute the any such Assignment and Assumption and other necessary documents shall not prevent or delay invalidate any such assignment. No such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender if Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) such Defaulting Lender’s full Pro Rata Share of the LendersLoan. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b13.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b13.6(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding in accordance with Section 13.5.(b13.6(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; , provided that failure by a Defaulting Lender to execute any such Assignment and Assumption shall not invalidate any such assignment. No such assignment shall be effective unless and until, in addition to the failure other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient with any applicable amounts held pursuant to subsection (e) of this Section, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or unwillingness subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to execute the Assignment Administrative Agent, the Issuing Bank or any Lender hereunder (and Assumption interest accrued thereon), and other necessary documents (y) acquire (and fund as appropriate) such Defaulting Lender’s full Pro Rata Share of all Loans and participations in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall not prevent or delay become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such assignment and the Assignment and Assumption and other necessary documents interest shall be automatically deemed to be fully authorized and executed by the a Defaulting Lender if for all purposes of this Agreement until such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenderscompliance occurs.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b13.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who which is not a Non-Defaulting Lender may, may (but shall not be obligated, obligated to) in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and outstanding Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b13.6(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding in accordance with Section 13.5.(b13.6(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; , provided that failure by a Defaulting Lender to execute any such Assignment and Assumption shall not invalidate any such assignment. No such assignment shall be effective unless and until, in addition to the failure other conditions thereto set forth herein, the parties to the Assignment and Assumption shall make such additional payments to the Administrative Agent in an aggregate amount sufficient with any applicable amounts held pursuant to subsection (e) of this Section, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or unwillingness subparticipations, or other compensating actions, including funding, with the consent of the Administrative Agent, the applicable Defaulting Lender’s Revolving Commitment Percentage of Revolving Loans and/or Term Loan Commitment Percentage of each Class of Term Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to execute the Assignment Administrative Agent, the Issuing Bank or any Lender hereunder (and Assumption interest accrued thereon), and other necessary documents (y) acquire (and fund as appropriate) such Defaulting Lender’s full Revolving Commitment Percentage and Term Loan Commitment Percentage of each Class, as applicable, of all outstanding Loans and participations in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall not prevent or delay become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such assignment and the Assignment and Assumption and other necessary documents interest shall be automatically deemed to be fully authorized and executed by the a Defaulting Lender if for all purposes of this Agreement until such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenderscompliance occurs.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower Borrowers may, by the Borrower Representative giving notice (which may be by telephone (promptly followed by a written notice notice), telecopy or electronic mail) thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Revolving Commitment and Loans or Term Loan Commitment, as applicable, to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b12.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Revolving Commitment and Loans or Term Loan Commitment, as applicable, via an assignment subject to and in accordance with the provisions of Section 13.5.(b12.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b12.5.(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that the failure or unwillingness of such Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled canceled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower Borrowers of its their rights under this Section shall be at the Borrower’s Borrowers’ sole cost and expense and at no cost or expense to the Administrative Agent or any of the other Lenders.

Purchase of Defaulting Lender’s Commitment. During any period that Any Lender who is not a Defaulting Lender is shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender, the Borrower may, by the Borrower giving 's Revolving Commitment. Any Lender desiring to exercise such right shall give written notice thereof to the Administrative Agent, Agent no sooner than two (2) Business Days and not later than ten (10) Business Days after such Defaulting Lender and became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender's Revolving Commitment in proportion to the Revolving Commitments of the other LendersLenders exercising such right. If after such 10th Business Day, demand that the Lenders have not elected to purchase all of the Revolving Commitment of such Defaulting Lender assign its Commitment and Loans to an Lender, then any Eligible Assignee subject to and in accordance with may purchase such Revolving Commitment. None of the provisions Administrative Agent or any of Section 13.5.(b). No party hereto the Lenders shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In additionUpon any such purchase, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment 's interest in the Loans and Loans via an assignment subject its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Credit Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b), Agreement and shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 3,500. The purchase price for the failure Revolving Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower under the Credit Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Administrative Agent from or unwillingness on behalf of the Borrower. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans. If, prior to a Lender's acquisition of a Defaulting Lender's Revolving Commitment pursuant to this subsection, such Defaulting Lender shall cure the event or condition which caused it to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the become a Defaulting Lender if such Defaulting Lender does not promptly execute and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersDefaulting Lender's Revolving Commitment.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. Any Lender desiring to exercise such right shall give written notice thereof to the face Disbursing Agent no sooner than 2 Business Days and not later than 10 Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of all or a portion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject in proportion to and in accordance with the provisions Commitments of Section 13.5.(b)the other Lenders exercising such right. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignment, interest to the purchaser thereof including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b12.5(d), shall pay to the Administrative Syndication Agent an assignment fee in the amount of $7,500; provided that 3,000. The purchase price for the failure Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrowers to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Disbursing Agent shall apply against such purchase price any amounts retained by the Disbursing Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrowers under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Disbursing Agent from or unwillingness on behalf of the Borrowers. There shall be no recourse against any Lender or the Disbursing Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans. If, prior to a Lender's acquisition of a Defaulting Lender's Commitment pursuant to this subsection, such Defaulting Lender shall cure the event or condition which caused it to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the become a Defaulting Lender if such Defaulting Lender does not promptly execute and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersDefaulting Lender's Commitment.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment Commitment Transfer Supplement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Loans outstanding and Assumption andowed by the Borrower to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender shall be entitled to execute receive all amounts owed to it by the Assignment Borrower on account of principal of and Assumption interest on the Loans and the Notes, and fees and other necessary documents shall not prevent or delay such assignment and amounts due under the Assignment and Assumption and other necessary documents shall be automatically deemed Credit Documents which accrued prior to be fully authorized and executed the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender the Administrative Agent from or on behalf of the Borrower. There shall be required to indemnify no recourse against any Lender or the Borrowers Administrative Agent for any liabilities incurred by the Borrowers by reason of the failure payment of such Lender to deliver such Notes). The exercise sums by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense except to the Administrative Agent or any extent of the Lendersreceipt of payments from any other party or in respect of the Loans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not ------------------------------------------ a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b), Commitment Transfer Supplement. The purchase price for the Commitment of a Defaulting Lender shall pay be equal to the Administrative Agent an assignment fee in the amount of $7,500; provided that the failure or unwillingness principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed entitled to be fully authorized and executed receive amounts owed to it by the Borrower under the Credit Documents which accrued prior to the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender the Agent from or on behalf of the Borrower. There shall be required no recourse against any Lender or the Agent for the payment of such sums except to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason extent of the failure receipt of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost payments from any other party or expense to the Administrative Agent or any in respect of the LendersLoans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b13.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b13.6(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding in accordance with Section 13.5.(b13.6(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; , provided that the failure or unwillingness of such by a Defaulting Lender to execute the any such Assignment and Assumption and other necessary documents shall not prevent or delay invalidate any such assignment. No such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed Administrative Agent, the applicable pro rata share of advances of the Loan previously requested but not funded by the Defaulting Lender if Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) such Defaulting Lender’s full Pro Rata Share of the LendersLoan. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Purchase of Defaulting Lender’s Commitment. During any period The Borrower may request the Agent to notify the Lenders that a Lender is has become a Defaulting Lender. Any Lender who is not a Defaulting Lender shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitment. Any Lender desiring to exercise such right shall give written notice thereof to the Agent and the Borrower no sooner than two (2) Business Days and not later than five (5) Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender’s Commitment in proportion to its Commitments to the aggregate Commitments of all Lenders exercising such right. If after such fifth (5th) Business Day, the Lenders have not elected to purchase all of the Commitment of such Defaulting Lender, then the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b)12.5. for the purchase price provided for below. No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In additionUpon any such purchase or assignment, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment interest in the Loans and Loans via an assignment subject its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b)12.5., shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 7,000. The purchase price for the failure or unwillingness Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed entitled to be fully authorized and executed receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender the Agent from or on behalf of the Borrower. There shall be required no recourse against any Lender or the Agent for the payment of such sums except to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason extent of the failure receipt of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost payments from any other party or expense to the Administrative Agent or any in respect of the LendersLoans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment Commitment Transfer Supplement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Loans outstanding and Assumption andowed by the Borrower to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in the amount of $7,500; provided that the failure or unwillingness of shall apply against such Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed purchase price any amounts retained by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any pursuant to the last sentence of the Lenders.immediately preceding

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b13.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who which is not a Non-Defaulting Lender may, may (but shall not be obligated, obligated to) in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and outstanding Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b13.6(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding in accordance with Section 13.5.(b13.6(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; , provided that the failure or unwillingness of such by a Defaulting Lender to execute any such Assignment and Assumption shall not invalidate any such assignment. No such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the Assignment and Assumption and shall make such additional payments to the Administrative Agent in an aggregate amount, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other necessary documents shall compensating actions, including funding, with the consent of the Administrative Agent, the applicable Defaulting Lender’s Commitment Percentage of Loans previously requested but not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed funded by the Defaulting Lender if Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) such Defaulting Lender’s full Commitment Percentage of all outstanding Loans. Notwithstanding the Lendersforegoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s Revolving Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender’s interest in the Revolving Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment Commitment Transfer Supplement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Revolving Loans outstanding and Assumption andowed by the Borrower to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender shall be entitled to execute receive all amounts owed to it by the Assignment Borrower on account of principal of and Assumption interest on the Revolving Loans and the Revolving Notes, and fees and other necessary documents shall not prevent or delay such assignment and amounts due under the Assignment and Assumption and other necessary documents shall be automatically deemed Credit Documents which accrued prior to be fully authorized and executed the date of the default by the Defaulting Lender if such Lender, to the extent the same are received by the Administrative Agent from or on behalf of the Borrower. The Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such shall have no recourse against any Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify or the Borrowers Administrative Agent for any liabilities incurred by the Borrowers by reason of the failure payment of such Lender to deliver such Notes). The exercise sums by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense except to the Administrative Agent or any extent of the Lendersreceipt of payments from any other party or in respect of the Revolving Loans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 12.10, including an appropriate Assignment and Assumption andAcceptance. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Loans outstanding and owed by the Borrowers to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrowers to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender shall be entitled to execute receive all amounts owed to it by the Assignment Borrowers on account of principal of and Assumption interest on the Loans and the Notes, and fees and other necessary documents shall not prevent or delay such assignment and amounts due under the Assignment and Assumption and other necessary documents shall be automatically deemed Credit Documents which accrued prior to be fully authorized and executed the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender the Administrative Agent from or on behalf of the Borrowers. There shall be required to indemnify no recourse against any Lender or the Borrowers Administrative Agent for any liabilities incurred the payment of such sums by the Borrowers by reason except to the extent of the failure receipt of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost payments from any other party or expense to the Administrative Agent or any in respect of the LendersLoans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans Revolving Commitment, to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b13.6.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or but the Administrative Agent shall reasonably cooperate in effectuating the replacement of such Defaulting Lender. Further, no Lender shall be obligated to assist acquire the Revolving Commitment of a Defaulting Lender unless such Lender expressly agrees to do so in finding an Eligible Assigneewriting. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Revolving Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b13.6.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption Acceptance and, notwithstanding Section 13.5.(b13.6.(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that the failure or unwillingness of such Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitment. Any Lender desiring to exercise such right shall give written notice thereof to Administrative Agent no sooner than two Business Days and not later than ten Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the face right to acquire an amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject in proportion to and in accordance with the provisions Commitments of Section 13.5.(b)the other Lenders exercising such right. In connection with Upon any such assignmentpurchase, such the Defaulting Lender’s interest in the Revolving Loans and any funded participations under the Swing Line Subfacility and the LC Subfacility and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignment, interest to the purchaser thereof including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b12.4(b), shall pay to the Administrative Agent an assignment Assignment Fee, unless such fee is waived by Administrative Agent in its sole discretion. The purchase price for the Commitment of a Defaulting Lender shall be equal to the amount of $7,500; provided that the failure or unwillingness principal balance of such Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and Revolving Loans (together with the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed principal amount of any funded participations in any Swing Line Loans held by the Defaulting Lender if pursuant to Section 2.2(c) and any funded participations under the LC Subfacility held by the Defaulting Lender pursuant to Section 2.3(c)) outstanding and owed by Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, Administrative Agent shall apply against such purchase price any amounts retained by Administrative Agent pursuant to the second to last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by Administrative Agent from or on behalf of Borrower. There shall be no recourse against any Lender or Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Revolving Loans or the principal amount of any funded participations in any Swing Line Loan or in any LC and related reimbursement obligations under the LC Subfacility. If, prior to a Lender’s acquisition of a Defaulting Lender’s Commitment pursuant to this subsection (b), such Defaulting Lender does not promptly execute shall cure the event or condition which caused it to become a Defaulting Lender and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the BorrowerDefaulting Lender’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersCommitment.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b13.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who which is not a Non-Defaulting Lender may, may (but shall not be obligated, obligated to) in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b13.6(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding in accordance with Section 13.5.(b13.6(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; , provided that failure by a Defaulting Lender to execute any such Assignment and Assumption shall not invalidate any such assignment. No such assignment shall be effective unless and until, in addition to the failure other conditions thereto set forth herein, the parties to the Assignment and Assumption shall make such additional payments to the Administrative Agent in an aggregate amount sufficient with any applicable amounts held pursuant to subsection (e) of this Section, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or unwillingness subparticipations, or other compensating actions, including funding, with the consent of the Administrative Agent, the applicable Defaulting Lender’s Revolving Commitment Percentage of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to execute the Assignment Administrative Agent, the Issuing Bank or any Lender hereunder (and Assumption interest accrued thereon), and other necessary documents (y) acquire (and fund as appropriate) such Defaulting Lender’s full Revolving Commitment Percentage of all Loans and participations in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall not prevent or delay become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such assignment and the Assignment and Assumption and other necessary documents interest shall be automatically deemed to be fully authorized and executed by the a Defaulting Lender if for all purposes of this Agreement until such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenderscompliance occurs.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s Revolving Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender’s interest in the Revolving Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment Commitment Transfer Supplement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Revolving Loans outstanding and Assumption andowed by the Borrower to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender shall be entitled to execute receive all amounts owed to it by the Assignment Borrower on account of principal of and Assumption interest on the Revolving Loans and the Revolving Notes, and fees and other necessary documents shall not prevent or delay such assignment and amounts due under the Assignment and Assumption and other necessary documents shall be automatically deemed Credit Documents which accrued prior to be fully authorized and executed the date of the default by the Defaulting Lender if such Lender, to the extent the same are received by the Administrative Agent from or on behalf of the Borrower. The Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such shall have no recourse against any Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify or the Borrowers Administrative Agent for any liabilities incurred by the Borrowers by reason of the failure payment of such Lender to deliver such Notes). The exercise sums by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense except to the Administrative Agent or any extent of the Lendersreceipt of pay-ments from any other party or in respect of the Revolving Loans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender Agent and the other LendersLenders (including the Defaulting Lender), demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b12.6.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b12.6.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption Acceptance and, notwithstanding Section 13.5.(b12.6.(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 10,000. No such assignment shall be effective unless and until, in addition to the failure other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient with any applicable amounts held pursuant to the immediately preceding subsection (e), upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or unwillingness subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to execute the Assignment Administrative Agent, the Issuing Bank or any Lender hereunder (and Assumption interest accrued thereon), and other necessary documents (y) acquire (and fund as appropriate) such Defaulting Lenders full pro rata share of all Loans and participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall not prevent or delay become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such assignment and the Assignment and Assumption and other necessary documents interest shall be automatically deemed to be fully authorized and executed by the a Defaulting Lender if for all purposes of this Agreement until such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenderscompliance occurs.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that the failure or unwillingness of such Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the Defaulting Lender if such Defaulting Lender Xxxxxx does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers Borrower for any liabilities incurred by the Borrowers Borrower by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment Commitment Transfer Supplement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Loans outstanding and Assumption andowed by the Borrower to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender shall be entitled to execute receive amounts owed to it by the Assignment Borrower on account of principal of and Assumption interest on the Loans and the Notes, and fees and other necessary documents shall not prevent or delay such assignment and amounts due under the Assignment and Assumption and other necessary documents shall be automatically deemed Credit Documents which accrued prior to be fully authorized and executed the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender the Administrative Agent from or on behalf of the Borrower. There shall be required to indemnify no recourse against any Lender or the Borrowers Administrative Agent for any liabilities incurred by the Borrowers by reason of the failure payment of such Lender to deliver such Notes). The exercise sums by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense except to the Administrative Agent or any extent of the Lendersreceipt of payments from any other party or in respect of the Loans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitment. Any Lender desiring to exercise such right shall give written notice thereof to Administrative Agent no sooner than two Business Days and not later than ten Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the face right to acquire an amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject in proportion to and in accordance with the provisions Commitments of Section 13.5.(b)the other Lenders exercising such right. In connection with Upon any such assignmentpurchase, such the Defaulting Lender’s interest in the Revolving Loans and any funded participations under the Swing Line Subfacility and the LC Subfacility and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignment, interest to the purchaser thereof including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b12.4(b), shall pay to the Administrative Agent an assignment fee Assignment Fee in the amount of $7,500; provided that 2,500. The purchase price for the failure or unwillingness Commitment of such a Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed equal to be fully authorized and executed the amount of the principal balance of the Revolving Loans (together with the principal amount of any funded participations in any Swing Line Loans held by the Defaulting Lender if pursuant to Section 2.2(c) and any funded participations under the LC Subfacility held by the Defaulting Lender pursuant to Section 2.3(c)) outstanding and owed by Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, Administrative Agent shall apply against such purchase price any amounts retained by Administrative Agent pursuant to the second to last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by Administrative Agent from or on behalf of Borrower. There shall be no recourse against any Lender or Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Revolving Loans or the principal amount of any funded participations in any Swing Line Loan or in any LC and related reimbursement obligations under the LC Subfacility. If, prior to a Lender’s acquisition of a Defaulting Lender’s Commitment pursuant to this subsection, such Defaulting Lender does not promptly execute shall cure the event or condition which caused it to become a Defaulting Lender and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the BorrowerDefaulting Lender’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersCommitment.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that the failure or unwillingness of such Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers BorrowersBorrower for any liabilities incurred by the Borrowers BorrowersBorrower by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment Commitment Transfer Supplement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Loans outstanding and Assumption andowed by the Borrower to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender shall be entitled to execute receive all amounts owed to it by the Assignment Borrower on account of principal of and Assumption interest on the Loans and the Notes, and fees and other necessary documents shall not prevent or delay such assignment and amounts due under the Assignment and Assumption and other necessary documents shall be automatically deemed Credit Documents which accrued prior to be fully authorized and executed the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender the Administrative Agent from or on behalf of the Borrower. There shall be required to indemnify no recourse against any Lender or the Borrowers Administrative Agent for any liabilities incurred by the Borrowers by reason of the failure payment of such Lender to deliver such Notes). The exercise sums by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense except to the Administrative Agent or any extent of the Lendersreceipt of payments from any other party or in respect of the Loans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b13.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who which is not a Non-Defaulting Lender may, may (but shall not be obligated, obligated to) in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and outstanding Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b13.6(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding in accordance with Section 13.5.(b13.6(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; , provided that failure by a Defaulting Lender to execute any such Assignment and Assumption shall not invalidate any such assignment. No such assignment shall be effective unless and until, in addition to the failure other conditions thereto set forth herein, the parties to the Assignment and Assumption shall make such additional payments to the Administrative Agent in an aggregate amount sufficient with any applicable amounts held pursuant to subsection (e) of this Section, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or unwillingness subparticipations, or other compensating actions, including funding, with the consent of the Administrative Agent, the applicable Defaulting Lender’s Revolving Commitment Percentage of each Class of Revolving Loans and/or Term Loan Commitment Percentage of each Class of Term Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to execute the Assignment Administrative Agent, the applicable Issuing Bank or any Lender hereunder (and Assumption interest accrued thereon), and other necessary documents (y) acquire (and fund as appropriate) such Defaulting Lender’s full Revolving Commitment Percentage and Term Loan Commitment Percentage of each Class, as applicable, of all outstanding Loans and participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall not prevent or delay become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such assignment and the Assignment and Assumption and other necessary documents interest shall be automatically deemed to be fully authorized and executed by the a Defaulting Lender if for all purposes of this Agreement until such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenderscompliance occurs.

Purchase of Defaulting Lender’s Commitment. During any period that Any Lender who is not a Defaulting Lender is shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender, the Borrower may, by the Borrower giving 's Commitment. Any Lender desiring to exercise such right shall give written notice thereof to the Administrative Agent, Agent no sooner than 2 Business Days and not later than 10 Business Days after such Defaulting Lender and became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender's Commitment in proportion to the Commitments of the other LendersLenders exercising such right. If after such 10th Business Day, demand that the Lenders have not elected to purchase all of the Commitment of such Defaulting Lender assign its Commitment and Loans to an Lender, then any Eligible Assignee subject to and in accordance with may purchase such Commitment. Neither the provisions of Section 13.5.(b). No party hereto Agent nor any Lender shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In additionUpon any such purchase, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment 's interest in the Loans and Loans via an assignment subject its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof, including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b13.5.(d), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 6,000. The purchase price for the failure Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Agent from or unwillingness on behalf of the Borrower. There shall be no recourse against any Lender or the Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans. If, prior to a Lender's acquisition of a Defaulting Lender's Commitment pursuant to this subsection, such Defaulting Lender shall cure the event or condition which caused it to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the become a Defaulting Lender if such Defaulting Lender does not promptly execute and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersDefaulting Lender's Commitment.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. Any Lender desiring to exercise such right shall give written notice thereof to Administrative Agent no sooner than two Business Days and not later than ten Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the face right to acquire an amount of all or a portion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject in proportion to and in accordance with the provisions Commitments of Section 13.5.(b)the other Lenders exercising such right. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Revolving Loans and any funded participations under the Swing Line Subfacility and the LC Subfacility and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignment, interest to the purchaser thereof including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(bSECTION 12.4(a), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 3,500. The purchase price for the failure or unwillingness Commitment of such a Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed equal to be fully authorized and executed the amount of the principal balance of the Revolving Loans (together with the principal amount of any funded participations in any Swing Line Loans held by the Defaulting Lender if pursuant to SECTION 2.2(b) and any funded participations under the LC Subfacility held by the Defaulting Lender pursuant to SECTION 2.3(b)) outstanding and owed by Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, Administrative Agent shall apply against such purchase price any amounts retained by Administrative Agent pursuant to the second to last sentence of the immediately preceding SUBSECTION (a). The Defaulting Lender shall be entitled to receive amounts owed to it by Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by Administrative Agent from or on behalf of Borrower. There shall be no recourse against any Lender or Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Revolving Loans or the principal amount of any funded participations in any Swing Line Loan or in any LC and related reimbursement obligations under the LC Subfacility. If, prior to a Lender's acquisition of a Defaulting Lender's Commitment pursuant to this subsection, such Defaulting Lender does not promptly execute shall cure the event or condition which caused it to become a Defaulting Lender and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersDefaulting Lender's Commitment.

Purchase of Defaulting Lender’s Commitment. During any period that Any Lender Party who is not a Defaulting Lender is shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender, the Borrower may, by the Borrower giving ’s Revolving Commitment. Any Lender Party desiring to exercise such right shall give written notice thereof to the Administrative Agent, Agent no sooner than two (2) Business Days and not later than ten (10) Business Days after such Defaulting Lender and became a Defaulting Lender. If more than one Lender Party exercises such right, each such Lender Party shall have the right to acquire an amount of such Defaulting Lender’s Revolving Commitment in proportion to the Revolving Commitments of the other LendersLender Parties exercising such right. If after such 10th Business Day, demand that the Lender Parties have not elected to purchase all of the Revolving Commitment of such Defaulting Lender assign its Commitment and Loans to an Lender, then any Eligible Assignee subject to and in accordance with may purchase such Revolving Commitment. None of the provisions Agent, the Sole Lead Arranger or any of Section 13.5.(b). No party hereto the Lender Parties shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In additionUpon any such purchase, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment interest in the Loans and Loans via an assignment subject its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Credit Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof, including an appropriate Assignment and Assumption Agreement and, notwithstanding Section 13.5.(b)11.3, shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 5,000. The purchase price for the failure Revolving Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower under the Credit Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Agent from or unwillingness on behalf of the Borrower. There shall be no recourse against any Lender Party or the Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans. If, prior to a Lender Party’s acquisition of a Defaulting Lender’s Revolving Commitment pursuant to this subsection, such Defaulting Lender shall cure the event or condition which caused it to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the become a Defaulting Lender if and shall have paid all amounts owing by it hereunder as a result thereof, then such Lender Party shall no longer have the right to acquire such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the BorrowerLender’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersRevolving Commitment.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower Borrowers may, by the Borrower Representative giving notice (which may be by telephone (promptly followed by a written notice notice), telecopy or electronic mail) thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b12.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b12.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b12.5.(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that the failure or unwillingness of such Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled canceled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower Borrowers of its their rights under this Section shall be at the Borrower’s Borrowers’ sole cost and expense and at no cost or expense to the Administrative Agent or any of the other Lenders.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment Commitment Transfer Supplement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Loans outstanding and Assumption andowed by the Borrower to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender shall be entitled to execute receive all amounts owed to it by the Assignment Borrower on account of principal of and Assumption interest on the Loans and the Notes, and fees and other necessary documents shall not prevent or delay such assignment and amounts due under the Assignment and Assumption and other necessary documents shall be automatically deemed Credit Documents which accrued prior to be fully authorized and executed the date of the default by the Defaulting Lender if such Lender, to the extent the same are received by the Administrative Agent from or on behalf of the Borrower. The Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such shall have no recourse against any Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify or the Borrowers Administrative Agent for any liabilities incurred by the Borrowers by reason of the failure payment of such Lender to deliver such Notes). The exercise sums by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense except to the Administrative Agent or any extent of the Lendersreceipt of payments from any other party or in respect of the Loans.

Purchase of Defaulting Lender’s Commitment. During any period that Any Lender who is not a ------------------------------------------ Defaulting Lender is shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender, the Borrower may, by the Borrower giving 's Commitment. Any Lender desiring to exercise such right shall give written notice thereof to the Administrative Agent, Agent no sooner than 2 Business Days and not later than 10 Business Days after such Defaulting Lender and became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender's Commitment in proportion to the Commitments of the other LendersLenders exercising such right. If after such 10th Business Day, demand that the Lenders have not elected to purchase all of the Commitment of such Defaulting Lender assign its Commitment and Loans to an Lender, then any Eligible Assignee subject to and in accordance with may purchase such Commitment. None of the provisions Administrative Agent, the Arrangers or any of Section 13.5.(b). No party hereto the Lenders shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In additionUpon any such purchase, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment 's interest in the Loans and Loans via an assignment subject its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof, including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b12.5.(d), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 5,000. The purchase price for the failure Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender plus the aggregate amount of payments previously made by such ---- Defaulting Lender under Section 2.9.(j) which have not been repaid. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Administrative Agent from or unwillingness on behalf of the Borrower. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans. If, prior to a Lender's acquisition of a Defaulting Lender's Commitment pursuant to this subsection, such Defaulting Lender shall cure the event or condition which caused it to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the become a Defaulting Lender if such Defaulting Lender does not promptly execute and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersDefaulting Lender's Commitment.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a ------------------------------------------ Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)as they may mutually agree. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 13.5.(d), including an appropriate Assignment and Assumption andAcceptance Agreement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, notwithstanding Section 13.5.(b), shall pay to the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed entitled to be fully authorized and executed receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent from or any on behalf of the LendersBorrower. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. Any Lender desiring to exercise such right shall give written notice thereof to the face Agent no sooner than 10 Business Days and not later than 15 Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of all or a portion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject in proportion to and in accordance with the provisions Commitments of Section 13.5.(b)the other Lenders exercising such right. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof, including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b12.6.(d), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 7,000. The purchase price for the failure or unwillingness Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed entitled to be fully authorized and executed receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender the Agent from or on behalf of the Borrower. There shall be required no recourse against any Lender or the Agent for the payment of such sums except to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason extent of the failure receipt of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost payments from any other party or expense to the Administrative Agent or any in respect of the LendersLoans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. Any Lender desiring to exercise such right shall give written notice thereof to Administrative Agent no sooner than two Business Days and not later than ten Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the face right to acquire an amount of all or a portion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject in proportion to and in accordance with the provisions Commitments of Section 13.5.(b)the other Lenders exercising such right. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Revolving Loans and any funded participations under the Swing Line Subfacility and the LC Subfacility and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignment, interest to the purchaser thereof including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(bSECTION 12.4(a), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 3,500. The purchase price for the failure or unwillingness Commitment of such a Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed equal to be fully authorized and executed the amount of the principal balance of the Revolving Loans (together with the principal amount of any funded participations in any Swing Line Loans held by the Defaulting Lender if pursuant to SECTION 2.2(c) and any funded participations under the LC Subfacility held by the Defaulting Lender pursuant to SECTION 2.3(b)) outstanding and owed by Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, Administrative Agent shall apply against such purchase price any amounts retained by Administrative Agent pursuant to the second to last sentence of the immediately preceding SUBSECTION (a). The Defaulting Lender shall be entitled to receive amounts owed to it by Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by Administrative Agent from or on behalf of Borrower. There shall be no recourse against any Lender or Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Revolving Loans or the principal amount of any funded participations in any Swing Line Loan or in any LC and related reimbursement obligations under the LC Subfacility. If, prior to a Lender's acquisition of a Defaulting Lender's Commitment pursuant to this subsection, such Defaulting Lender does not promptly execute shall cure the event or condition which caused it to become a Defaulting Lender and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersDefaulting Lender's Commitment.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a ------------------------------------------ Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)as they may mutually agree. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loan and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 13.5.(d), including an appropriate Assignment and Assumption andAcceptance Agreement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the amount of the portion of the principal balance of the Loan outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, notwithstanding Section 13.5.(b), shall pay to the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed entitled to be fully authorized and executed receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent from or any on behalf of the LendersBorrower. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loan.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that the failure or unwillingness of such Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers Borrower for any liabilities incurred by the Borrowers Borrower by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders.

Purchase of Defaulting Lender’s Commitment. During any period that Any Lender who is not a Defaulting Lender is shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender, the Borrower may, by the Borrower giving 's Commitment. Any Lender desiring to exercise such right shall give written notice thereof to the Administrative Agent, Agent no sooner than 2 Business Days and not later than 10 Business Days after such Defaulting Lender and became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender's Commitment in proportion to the Commitments of the other LendersLenders exercising such right. If after such 10th Business Day, demand that the Lenders have not elected to purchase all of the Commitment of such Defaulting Lender assign its Commitment and Loans to an Lender, then any Eligible Assignee subject to and in accordance with may purchase such Commitment. None of the provisions Administrative Agent, the Arrangers or any of Section 13.5.(b). No party hereto the Lenders shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In additionUpon any such purchase, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment 's interest in the Loans and Loans via an assignment subject its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof, including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b12.5.(d), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 5,000. The purchase price for the failure or unwillingness Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender plus the aggregate amount of payments previously made by such Defaulting Lender under Section 2.9.(j) which have not been repaid. Prior to execute payment of such purchase price to a Defaulting Lender, the Assignment and Assumption and other necessary documents Administrative Agent shall not prevent or delay apply against such assignment and purchase price any amounts retained by the Assignment and Assumption and other necessary documents Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be automatically deemed entitled to be fully authorized and executed receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Administrative Agent from or on behalf of the Borrower. There shall be no recourse against any Lender if or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans. If, prior to a Lender's acquisition of a Defaulting Lender's Commitment pursuant to this subsection, such Defaulting Lender does not promptly execute shall cure the event or condition which caused it to become a Defaulting Lender and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersDefaulting Lender's Commitment.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. If more than one Lender exercises such right, each such Lender shall have the face right to acquire an amount of all or a portion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject in proportion to and in accordance with the provisions Commitments of Section 13.5.(b)the other Lenders exercising such right. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof, including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b13.5.(d), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 5,000. The purchase price for the failure or unwillingness Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed entitled to be fully authorized and executed receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent from or any on behalf of the LendersBorrower. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s 's Revolving Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Revolving Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment Commitment Transfer Supplement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Revolving Loans outstanding and Assumption andowed by the Borrower to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender shall be entitled to execute receive all amounts owed to it by the Assignment Borrower on account of principal of and Assumption interest on the Revolving Loans and the Revolving Notes, and fees and other necessary documents shall not prevent or delay such assignment and amounts due under the Assignment and Assumption and other necessary documents shall be automatically deemed Credit Documents which accrued prior to be fully authorized and executed the date of the default by the Defaulting Lender if such Lender, to the extent the same are received by the Administrative Agent from or on behalf of the Borrower. The Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such shall have no recourse against any Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify or the Borrowers Administrative Agent for any liabilities incurred by the Borrowers by reason of the failure payment of such Lender to deliver such Notes). The exercise sums by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense except to the Administrative Agent or any extent of the Lendersreceipt of payments from any other party or in respect of the Revolving Loans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b13.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b13.6(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding in accordance with Section 13.5.(b13.6(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; , provided that the failure or unwillingness of such by a Defaulting Lender to execute any such Assignment and Assumption shall not invalidate any such assignment. No such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the Assignment and Assumption and shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other necessary documents shall compensating actions, including funding, with the consent of the Administrative Agent, the applicable Defaulting Lender’s Commitment Percentage of Loans previously requested but not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed funded by the Defaulting Lender if Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) such Defaulting Lender’s full Commitment Percentage of all Loans. Notwithstanding the Lendersforegoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Purchase of Defaulting Lender’s Commitment. During any period that Any Lender who is not a Defaulting Lender is shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender, the Borrower may, by the Borrower giving 's Commitment and Loans. Any Lender desiring to exercise such right shall give written notice thereof to the Administrative Agent, Agent no sooner than 2 Business Days and not later than 10 Business Days after such Defaulting Lender and became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the other Lenders, demand that right to acquire an amount of such Defaulting Lender assign its Lender's Commitment and Loans in proportion to an the Commitments of the other Lenders exercising such right. If after such 10th Business Day, the Lenders have not elected to purchase all of the Commitment and Loans of such Defaulting Lender, then any Eligible Assignee subject to may purchase such Commitment and in accordance with Loans. Neither the provisions of Section 13.5.(b). No party hereto Agent nor any Lender shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In additionUpon any such purchase, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment 's interest in the Loans and Loans via an assignment subject its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof, including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b13.5.(d), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 6,000. The purchase price for the failure Commitment and Loans of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Agent from or unwillingness on behalf of the Borrower. There shall be no recourse against any Lender or the Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans. If, prior to a Lender's acquisition of a Defaulting Lender's Commitment and Loans pursuant to this subsection, such Defaulting Lender shall cure the event or condition which caused it to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the become a Defaulting Lender if such Defaulting Lender does not promptly execute and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost Defaulting Lender's Commitment or expense to the Administrative Agent or any of the LendersLoans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. Any Lender desiring to exercise such right shall give written notice thereof to the face Agent no sooner than 2 Business Days and not later than 10 Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of all or a portion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject in proportion to and in accordance with the provisions Commitments of Section 13.5.(b)the other Lenders exercising such right. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof, including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b13.5.(d), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 6,000. The purchase price for the failure or unwillingness Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed entitled to be fully authorized and executed receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender the Agent from or on behalf of the Borrower. There shall be required no recourse against any Lender or the Agent for the payment of such sums except to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason extent of the failure receipt of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost payments from any other party or expense to the Administrative Agent or any in respect of the LendersLoans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b13.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b13.6(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding in accordance with Section 13.5.(b13.6(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; , provided that the failure or unwillingness of such by a Defaulting Lender to execute any such Assignment and Assumption shall not invalidate any such assignment. No such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the Assignment and Assumption and shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other necessary documents shall compensating actions, including funding, with the consent of the Administrative Agent, the applicable Defaulting Lender's Commitment Percentage of Loans previously requested but not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed funded by the Defaulting Lender if Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) such Defaulting Lender's full Commitment Percentage of all Loans. Notwithstanding the Lendersforegoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b13.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b13.6(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding in accordance with Section 13.5.(b13.6(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; , provided that failure by a Defaulting Lender to execute any such Assignment and Assumption shall not invalidate any such assignment. No such assignment shall be effective unless and until, in addition to the failure other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient with any applicable amounts held pursuant to subsection (e) of this Section, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or unwillingness subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to execute the Assignment Administrative Agent, the Issuing Bank or any Lender hereunder (and Assumption interest accrued thereon), and other necessary documents (y) acquire (and fund as appropriate) such Defaulting Lender’s full Pro Rata Share of all Loans and participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall not prevent or delay become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such assignment and the Assignment and Assumption and other necessary documents interest shall be automatically deemed to be fully authorized and executed by the a Defaulting Lender if for all purposes of this Agreement until such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenderscompliance occurs.

Purchase of Defaulting Lender’s Commitment. During any period that Any Lender who is not a Defaulting Lender is shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender, the Borrower may, by the Borrower giving 's Commitment and Loans. Any Lender desiring to exercise such right shall give written notice thereof to the Administrative Agent, Agent no sooner than 2 Business Days and not later than 10 Business Days after such Defaulting Lender and became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the other Lenders, demand that right to acquire an amount of such Defaulting Lender assign its Lender's Commitment and Loans in proportion to an the Commitments and Loans of the other Lenders exercising such right. If after such 10th Business Day, the Lenders have not elected to purchase all of the Commitment and Loans of such Defaulting Lender, then any Eligible Assignee subject to may purchase such Commitment and in accordance with Loans. Neither the provisions Agent nor any of Section 13.5.(b). No party hereto the Lenders shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In additionUpon any such purchase, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment 's interest in the Loans and Loans via an assignment subject its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof, including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b12.5.(d), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 7,000. The purchase price for the failure Commitment and Loans of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower under the Credit Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Agent from or unwillingness on behalf of the Borrower. There shall be no recourse against any Lender or the Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans. If, prior to a Lender's acquisition of a Defaulting Lender's Commitment and Loans pursuant to this subsection, such Defaulting Lender shall cure the event or condition which caused it to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the become a Defaulting Lender if such Defaulting Lender does not promptly execute to the satisfaction of the Agent and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost Defaulting Lender's Commitment or expense to the Administrative Agent or any of the LendersLoans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b12.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b12.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b), and shall pay to the Administrative Agent an the assignment fee in the amount of $7,500; provided that the failure or unwillingness of such Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notespayable under Section 12.5.(b). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders. In the event that a Defaulting Lender does not execute an Assignment and Assumption pursuant to Section 12.5.(b) within 5 Business Days after receipt by such Defaulting Lender of notice under this Section 3.9.(h) and presentation to such Defaulting Lender of an Assignment and Assumption evidencing an assignment pursuant to Section 12.5.(b), the Administrative Agent may elect, in its sole and absolute discretion, to execute such an Assignment and Assumption on behalf of such Defaulting Lender, and any such Assignment and Assumption so executed by the Administrative Agent, the Eligible Assignee and the Borrower, shall be effective for purposes of Section 12.5.(b). Each Defaulting Lender hereby grants to the Administrative Agent a limited power of attorney to execute any such Assignment and Assumption on behalf of such Defaulting Lender shall it fail to do so as required by this subsection. The Borrower confirms that is obligations under Section 12.9. apply to any and all actions taken or not taken by the Administrative Agent under this subsection.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. Any Lender desiring to exercise such right shall give written notice thereof to the face Agent no sooner than 2 Business Days and not later than 10 Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of all or a portion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject in proportion to and in accordance with the provisions Commitments of Section 13.5.(b)the other Lenders exercising such right. In connection with Upon any such assignmentpurchase, the Defaulting Lender's interest in the Letter of Credit Liabilities held by such Defaulting Lender and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof, including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b10.5.(c), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 6,000. The Defaulting Lender shall be entitled to receive amounts owed to it by the failure Borrower or unwillingness the Agent under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Agent from or on behalf of the Borrower. There shall be no recourse against any Lender or the Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Obligations. If, prior to a Lender's acquisition of a Defaulting Lender's Commitment pursuant to this subsection, such Defaulting Lender shall cure the event or condition which caused it to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the become a Defaulting Lender if such Defaulting Lender does not promptly execute and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersDefaulting Lender's Commitment.

Purchase of Defaulting Lender’s Commitment. During any period that Any Lender who is not a Defaulting Lender is shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender, the Borrower may, by the Borrower giving 's Commitment. Any Lender desiring to exercise such right shall give written notice thereof to the Administrative Agent, Agent no sooner than 2 Business Days and not later than 10 Business Days after such Defaulting Lender and became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender's Commitment in proportion to the Commitments of the other LendersLenders exercising such right. If after such 10th Business Day, demand that the Lenders have not elected to purchase all of the Commitment of such Defaulting Lender assign its Commitment and Loans to an Lender, then any Eligible Assignee subject to and in accordance with may purchase such Commitment. Neither the provisions Agent nor any of Section 13.5.(b). No party hereto the Lenders shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In additionUpon any such purchase, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment 's interest in the Loans and Loans via an assignment subject its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and in accordance with the provisions of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof, including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b12.5(d), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 7,000. The purchase price for the failure Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower under the Credit Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Agent from or unwillingness on behalf of the Borrower. There shall be no recourse against any Lender or the Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans. If, prior to a Lender's acquisition of a Defaulting Lender's Commitment pursuant to this subsection, such Defaulting Lender shall cure the event or condition which caused it to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the become a Defaulting Lender if such Defaulting Lender does not promptly execute to the satisfaction of the Agent and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersDefaulting Lender's Commitment.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b13.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who which is not a Non-Defaulting Lender may, may (but shall not be obligated, obligated to) in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and outstanding Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b13.6(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding in accordance with Section 13.5.(b13.6(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; , provided that failure by a Defaulting Lender to execute any such Assignment and Assumption shall not invalidate any such assignment. No such assignment shall be effective unless and until, in addition to the failure other conditions thereto set forth herein, the parties to the Assignment and Assumption shall make such additional payments to the Administrative Agent in an aggregate amount sufficient with any applicable amounts held pursuant to subsection (e) of this Section, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or unwillingness subparticipations, or other compensating actions, including funding, with the consent of the Administrative Agent, the applicable Defaulting Lender’s Revolving Commitment Percentage of Revolving Loans and/or Term Loan Commitment percentage of Term Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to execute the Assignment Administrative Agent, the Issuing Bank or any Lender hereunder (and Assumption interest accrued thereon), and other necessary documents (y) acquire (and fund as appropriate) such Defaulting Lender’s full Revolving Commitment Percentage and Term Loan Commitment Percentage, as applicable, of all outstanding Loans and participations in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall not prevent or delay become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such assignment and the Assignment and Assumption and other necessary documents interest shall be automatically deemed to be fully authorized and executed by the a Defaulting Lender if for all purposes of this Agreement until such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender shall be required to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenderscompliance occurs.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire at par all of a Defaulting Lender's Commitment and all outstanding Credit Party Obligations owing to such Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment Commitment Transfer Supplement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Loans outstanding and Assumption andowed by the Borrower to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender shall be entitled to execute receive amounts owed to it by the Assignment Borrower on account of principal of and Assumption interest on the Loans and the Notes, and fees and other necessary documents shall not prevent amounts due under the Credit Documents which accrued prior to the date of the payment of the purchase price, to the extent the same are received by the Administrative Agent from or delay such assignment and on behalf of the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed Borrower net of any amount then owing by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and such Lender the Administrative Agent. There shall be required to indemnify no recourse against any Lender or the Borrowers Administrative Agent for any liabilities incurred by the Borrowers by reason of the failure payment of such Lender to deliver such Notes). The exercise sums by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense except to the Administrative Agent or any extent of the Lendersreceipt of payments from any other party or in respect of the Loans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. Any Lender desiring to exercise such right shall give written notice thereof to Administrative Agent no sooner than two Business Days and not later than ten Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the face right to acquire an amount of all or a portion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject in proportion to and in accordance with the provisions Commitments of Section 13.5.(b)the other Lenders exercising such right. In connection with Upon any such assignmentpurchase, such CREDIT AGREEMENT the Defaulting Lender's interest in the Revolving Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignment, interest to the purchaser thereof including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(bSECTION 12.4(a), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 3,500. The purchase price for the failure or unwillingness Commitment of such a Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed equal to be fully authorized and executed the amount of the principal balance of the Revolving Loans (together with the principal amount of any funded participations in any Swing Line Loans held by the Defaulting Lender if pursuant to SECTION 2.2(b)) outstanding and owed by Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, Administrative Agent shall apply against such purchase price any amounts retained by Administrative Agent pursuant to the second to last sentence of the immediately preceding SUBSECTION (a). The Defaulting Lender shall be entitled to receive amounts owed to it by Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by Administrative Agent from or on behalf of Borrower. There shall be no recourse against any Lender or Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Revolving Loans or the principal amount of any funded participations in any Swing Line Loan. If, prior to a Lender's acquisition of a Defaulting Lender's Commitment pursuant to this subsection, such Defaulting Lender does not promptly execute shall cure the event or condition which caused it to become a Defaulting Lender and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersDefaulting Lender's Commitment.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a PRO RATA basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment Commitment Transfer Supplement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Loans outstanding and Assumption andowed by the Borrower to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender shall be entitled to execute receive amounts owed to it by 57 the Assignment Borrower on account of principal of and Assumption interest on the Loans and the Notes, and fees and other necessary documents shall not prevent or delay such assignment and amounts due under the Assignment and Assumption and other necessary documents shall be automatically deemed Credit Documents which accrued prior to be fully authorized and executed the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender the Administrative Agent from or on behalf of the Borrower. There shall be required to indemnify no recourse against any Lender or the Borrowers Administrative Agent for any liabilities incurred by the Borrowers by reason of the failure payment of such Lender to deliver such Notes). The exercise sums by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense except to the Administrative Agent or any extent of the Lendersreceipt of payments from any other party or in respect of the Loans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitment. Any Lender desiring to exercise such right shall give written notice thereof to Administrative Agent no sooner than two Business Days and not later than ten Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the face right to acquire an amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject in proportion to and in accordance with the provisions Commitments of Section 13.5.(b)the other Lenders exercising such right. In connection with Upon any such assignmentpurchase, such the Defaulting Lender’s interest in the Revolving Loans and any funded participations under the Swing Line Subfacility and the LC Subfacility and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignment, interest to the purchaser thereof including an appropriate Assignment and Assumption Acceptance Agreement and, notwithstanding Section 13.5.(b12.4(a), shall pay to the Administrative Agent an assignment fee in the amount of $7,500; provided that 3,500. The purchase price for the failure or unwillingness Commitment of such a Defaulting Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed equal to be fully authorized and executed the amount of the principal balance of the Revolving Loans (together with the principal amount of any funded participations in any Swing Line Loans held by the Defaulting Lender if pursuant to Section 2.2(c) and any funded participations under the LC Subfacility held by the Defaulting Lender pursuant to Section 2.3(c)) outstanding and owed by Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, Administrative Agent shall apply against such purchase price any amounts retained by Administrative Agent pursuant to the second to last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by Administrative Agent from or on behalf of Borrower. There shall be no recourse against any Lender or Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Revolving Loans or the principal amount of any funded participations in any Swing Line Loan or in any LC and related reimbursement obligations under the LC Subfacility. If, prior to a Lender’s acquisition of a Defaulting Lender’s Commitment pursuant to this subsection, such Defaulting Lender does not promptly execute shall cure the event or condition which caused it to become a Defaulting Lender and shall have paid all documents reasonably requested to effect such assignment (andamounts owing by it hereunder as a result thereof, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed cancelled and then such Lender shall be required no longer have the right to indemnify the Borrowers for any liabilities incurred by the Borrowers by reason of the failure of acquire such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the BorrowerDefaulting Lender’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the LendersCommitment.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment and Assumption andAssumption. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrower to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender shall be entitled to execute receive all amounts owed to it by the Assignment Borrower on account of principal of and Assumption interest on the Loans and the Notes, and fees and other necessary documents shall not prevent or delay such assignment and amounts due under the Assignment and Assumption and other necessary documents shall be automatically deemed Credit Documents which accrued prior to be fully authorized and executed the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender the Administrative Agent from or on behalf of the Borrower. There shall be required to indemnify no recourse against any Lender or the Borrowers Administrative Agent for any liabilities incurred by the Borrowers by reason of the failure payment of such Lender to deliver such Notes). The exercise sums by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense except to the Administrative Agent or any extent of the Lendersreceipt of payments from any other party or in respect of the Loans.

Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Any Lender who is not a Defaulting Lender mayshall have the right, but shall not be obligatedthe obligation, in its sole discretion, to acquire all of a Defaulting Lender's Commitment. If more than one Lender exercises such right, each such Lender shall have the face amount of all or a portion right to acquire such proportion of such Defaulting Lender’s 's Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5.(b)on a pro rata basis. In connection with Upon any such assignmentpurchase, such the Defaulting Lender's interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to effect surrender and transfer such assignmentinterest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an appropriate Assignment Commitment Transfer Supplement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the sum of the amount of the principal balance of the Loans outstanding and Assumption andowed by the Borrowers to the Defaulting Lender, notwithstanding Section 13.5.(b)plus any accrued interest with respect thereto, shall pay plus any fees or other amounts owed by the Borrowers to the Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent an assignment fee in shall apply against such purchase price any amounts retained by the amount Administrative Agent pursuant to the last sentence of $7,500; provided that the failure or unwillingness of such immediately preceding subsection (a). The Defaulting Lender shall be entitled to execute receive all amounts owed to it by the Assignment Borrowers on account of principal of and Assumption interest on the Loans and the Notes, and fees and other necessary documents shall not prevent or delay such assignment and amounts due under the Assignment and Assumption and other necessary documents shall be automatically deemed Credit Documents which accrued prior to be fully authorized and executed the date of the default by the Defaulting Lender if such Defaulting Lender does not promptly execute all documents reasonably requested Lender, to effect such assignment (and, if such Lender fails to deliver any Notes held the extent the same are received by it, such Notes shall automatically be deemed cancelled and such Lender the Administrative Agent from or on behalf of the Borrowers. There shall be required to indemnify no recourse against any Lender or the Borrowers Administrative Agent for any liabilities incurred the payment of such sums by the Borrowers by reason except to the extent of the failure receipt of such Lender to deliver such Notes). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost payments from any other party or expense to the Administrative Agent or any in respect of the LendersLoans.