Common use of Reallocation of Defaulting Lender Commitment, Etc Clause in Contracts

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such Class; provided that (A) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may be), (A) Cash Collateralize the obligations of the Borrower to the Issuing Bank and such Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Revolving Credit Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure obligations of such Defaulting LenderLender in respect of outstanding Letters of Credit: (i) the LC Exposure and the Swingline Exposure obligations of such Defaulting Lender in respect of outstanding Letters of Credit will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) no Default or Event of Default shall be continuing at the time of such reallocation, (b) the sum of each Non-Defaulting Lender’s total obligations in respect of outstanding Revolving Loans and Letters of Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bc) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders L/C Issuer or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure obligations in respect of outstanding Letters of Credit cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwiseabove, the Borrower will, not later than five (5) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may beL/C Issuer), (A) Cash Collateralize the obligations of the Borrower to the Issuing Bank and such Swingline Lender L/C Issuer in respect of such LC Exposure or Swingline Exposure, as the case may be, Letters of Credit in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender’s obligations in respect thereof; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e2.19(d)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) L/C Issuer under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements Letter of Credit participations funded by, and then due and payable to to, the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure Facility Letter of such Defaulting LenderCredit Exposure: (i) the LC Exposure and the Swingline Facility Letter of Credit Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) after giving effect to such reallocation, the sum of each Non-Defaulting Lender’s total of the Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) subject to Section 10.15, neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Banks or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Facility Letter of Credit Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the any Issuing Bank and/or the applicable Swingline Lender, as the case may beBank), (A) Cash Collateralize cash collateralize the obligations of the Borrower to the such Issuing Bank and such Swingline Lender in respect of such LC Facility Letter of Credit Exposure or Swingline Exposure(other than Facility Letter of Credit Exposure with respect to Alternative Letters of Credit) of such Defaulting Lender, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Facility Letter of Credit Exposure or Swingline Exposure(other than Facility Letter of Credit Exposure with respect to Alternative Letters of Credit). Notwithstanding the foregoing, or if a Default has occurred and is continuing, then prior to any reallocation pursuant to Section 2.22(a)(i) above, the Borrower shall be required to cash collateralize the Facility Letter of Credit Exposure (Bother than Facility Letter of Credit Exposure with respect to Alternative Letters of Credit) in the case of such Swingline Exposure, prepay Defaulting Lender and such reallocation shall only occur if the Borrower fails to cash collateralize the Facility Letter of Credit Exposure (subject other than Facility Letter of Credit Exposure with respect to clause (iiiAlternative Letters of Credit) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received Lender within five Business Days after written demand to do so by the Administrative Agent for (at the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment direction of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise directBank).

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Letter of Credit Exposure and any outstanding Swingline Exposure obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts of such Defaulting Lender: (i) so long as no Event of Default has occurred and is continuing, the LC Letter of Credit Exposure and the Swingline Exposure obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Revolving Commitments of such Classunder the applicable Revolving Facility; provided that (Aa) after giving effect to such reallocation, (x) the sum of each Non-Defaulting Lender’s total of the Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Revolving Commitment of such Class Non-Defaulting Lender as in effect at the time of such reallocation, (y) the sum of each Non-Defaulting Lender’s total of the Multicurrency Revolving Credit Exposure may not in any event exceed the Multicurrency Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bz) the sum of each Non-Defaulting Lender’s total of the Dollar Revolving Credit Exposure may not in any event exceed the Dollar Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (b) subject to Section 12.20, neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, the Issuing BankLenders, the Swingline Lenders Overdraft Providers or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Letter of Credit Exposure and Swingline Exposure obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the applicable Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the any Issuing Bank Lender and/or the applicable Swingline Lenderany Overdraft Provider, as the case may be), (Aa) Cash Collateralize cash collateralize the obligations of the Borrower to the Issuing Bank Lenders and such Swingline Lender the Overdraft Providers in respect of such LC Letter of Credit Exposure or Swingline Exposureand the obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts of such Defaulting Lender, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Letter of Credit Exposure or Swingline Exposure, and obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts or (Bb) in the case of such Swingline Exposureobligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cof the obligations under Sections 2.1(d) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk 2.1(e) regarding Overdraft Amounts of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender Bank becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline L/C Exposure of such Defaulting Lender: (i) the LC Exposure and the Swingline L/C Exposure of such Defaulting Lender will, subject to the limitation limitations in the first proviso provisos (A) and (B) below, automatically be reallocated (effective on the day such Lender Bank becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (A) no Event of Default shall have occurred and be continuing, (B) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC its Pro Rata Share of the L/C Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation reallocation, and (BC) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Banks or any other Lender Bank may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline L/C Exposure cannot be so reallocated, whether by reason of the first proviso (A) or (B) in clause (i) above or otherwise, the Borrower will, not later than five (5) Business Days after demand by the Administrative Agent (at the direction of the applicable Issuing Bank and/or the applicable Swingline Lender, as the case may beBanks), (A) Cash Collateralize the obligations of the Borrower to the applicable Issuing Bank and such Swingline Lender Banks in respect of such LC L/C Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC L/C Exposure or Swingline Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the applicable Issuing Bank and the Swingline Lenders, as the case may be, Banks in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure obligations of such Defaulting LenderLender in respect of outstanding Letters of Credit: (i) the LC Exposure and the Swingline Exposure obligations of such Defaulting Lender in respect of outstanding Letters of Credit will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Aa) no Default or Event of Default shall be continuing at the time of such reallocation, (b) the sum of each Non-Defaulting Lender’s total Revolving obligations in respect of outstanding Loans and Letters of Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bc) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders L/C Issuer or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure obligations in respect of outstanding Letters of Credit cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwiseabove, the Borrower will, not later than five (5) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may beL/C Issuer), (A) Cash Collateralize the obligations of the Borrower to the Issuing Bank and such Swingline Lender L/C Issuer in respect of such LC Exposure or Swingline Exposure, as the case may be, Letters of Credit in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender’s obligations in respect thereof; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e2.19(d)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) L/C Issuer under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements Letter of Credit participations funded by, and then due and payable to to, the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i) and any outstanding Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) of such Defaulting Lender: (i) the LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i) and the Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) the sum Outstanding Amount of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure Loans and total LC Exposure L/C Obligations (with the aggregate amount of such Class Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Parent Borrower, the Administrative Agent, the Issuing BankL/C Issuer, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i) and Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Parent Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank L/C Issuer and/or the applicable Swingline Swing Line Lender, as the case may be), (A1) Cash Collateralize the obligations of the Parent Borrower to the Issuing Bank L/C Issuer and such Swingline the Swing Line Lender in respect of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(b)(i) and the Swing Line Loan participation pursuant to Section 2.04(c), as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(b)(i) and the Swing Line Loan participation pursuant to Section 2.04(c), or (B2) in the case of such Swingline ExposureSwing Line Loan participation pursuant to Section 2.04(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C3) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank L/C Issuer and the Swingline LendersSwing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Parent Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.16(d)) the termination of the Commitments and payment in full of all obligations of the Parent Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lenders Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by the L/C Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Parent Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Letter of Credit Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC Letter of Credit Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Aa) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and reallocation, (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, the Issuing BankLetter of Credit Issuer, the Swingline Lenders Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Letter of Credit Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower Borrowers will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank Letter of Credit Issuer and/or the applicable Swingline Lender, as the case may be), (A1) Cash Collateralize the obligations of the Borrower Borrowers to the Issuing Bank Letter of Credit Issuer and such the Swingline Lender in respect of such LC Letter of Credit Exposure or Swingline ExposureExpo-sure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Letter of Credit Exposure or Swingline Exposure, or (B2) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C3) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank Letter of Credit Issuer and the Swingline LendersLender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent Borrowers for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e2.14(f)) the termination of the Commitments and payment in full of all obligations of the Borrower Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank Letter of Credit Issuer or the Swingline Lenders Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by the Letter of Credit Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Letter of Credit participation pursuant to Section 2.03(c), Swing Line Loan participation pursuant to Section 2.04(c) and any outstanding Swingline Exposure Foreign Currency Loan participation pursuant to Section 2.18 of such Defaulting Lender: (i) the LC Exposure Letter of Credit participation pursuant to Section 2.03(c), Swing Line Loan participation pursuant to Section 2.04(c) and the Swingline Exposure Foreign Currency Loan participation pursuant to Section 2.18, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) the sum Outstanding Amount of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure Loans and total LC Exposure L/C Obligations (with the aggregate amount of such Class Lenders’ risk participations and funded participation in L/C Obligations, Swing Line Loans and Foreign Currency Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing BankL/C Issuer, the Swingline Lenders Swing Line Lender, the Foreign Currency Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure Letter of Credit participation pursuant to Section 2.03(c), Swing Line Loan participation pursuant to Section 2.04(c) and Swingline Exposure Foreign Currency Loan participation pursuant to Section 2.18 cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank L/C Issuer, the Swing Line Lender and/or the applicable Swingline Foreign Currency Lender, as the case may be), (A1) Cash Collateralize the obligations of the Borrower to the Issuing Bank L/C Issuer, the Swing Line Lender and such Swingline the Foreign Currency Lender in respect of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(c), the Swing Line Loan participation pursuant to Section 2.04(c) and the Foreign Currency Loan participation pursuant to Section 2.18, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(c), the Swing Line Loan participation pursuant to Section 2.04(c) and the Foreign Currency Loan participation pursuant to Section 2.18, or (B2) in the case of such Swingline ExposureSwing Line Loan participation pursuant to Section 2.04(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C3) in the case of such Foreign Currency Loan participation pursuant to Section 2.18 prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof or (4) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank L/C Issuer, the Swing Line Lender and the Swingline LendersForeign Currency Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.17(d)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank L/C Issuer, the Swing Line Lender or the Swingline Lenders Foreign Currency Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by the L/C Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If no Potential Event of Default or Event of Default is outstanding, if a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Swing Line Exposure of such Defaulting Lender: (ia) the LC Exposure and the Swingline Swing Line Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Ai) the sum of each Non-Defaulting Lender’s total Revolving Credit Loan Exposure, total Swingline Swing Line Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bii) subject to Section 9.24, neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the BorrowerCompany, the Administrative Agent, the Issuing BankLender, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (iib) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Swing Line Exposure cannot be so reallocated, whether by reason of the first proviso in clause (ia) above or otherwise, the Borrower Company will, not later than five (5) 5 Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank Lender and/or the applicable Swingline Swing Line Lender, as the case may be), (Ai) Cash Collateralize the obligations of the Borrower Company to the Issuing Bank Lender and such Swingline Swing Line Lender in respect of such LC Exposure or Swingline Swing Line Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Swing Line Exposure, or (Bii) in the case of such Swingline Swing Line Exposure, prepay (subject to clause (iiic) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Ciii) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline LendersLender or Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iiic) any amount paid by the Borrower or otherwise received by the Administrative Agent Company for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower Company hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank Lender or the Swingline Lenders Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements drawings under any Letters of Credit then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower Company hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Letter of Credit participation pursuant to Section 2.03(c) and any outstanding Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) of such Defaulting Lender: (i) the LC Exposure Letter of Credit participation pursuant to Section 2.03(c) and the Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) the sum Outstanding Amount of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure Loans and total LC Exposure L/C Obligations (with the aggregate amount of such Class Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing BankL/C Issuer, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure Letter of Credit participation pursuant to Section 2.03(c) and Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank L/C Issuer and/or the applicable Swingline Swing Line Lender, as the case may be), (A1) Cash Collateralize the obligations of the Borrower to the Issuing Bank L/C Issuer and such Swingline the Swing Line Lender in respect of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(c) and the Swing Line Loan participation pursuant to Section 2.04(c), as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(c) and the Swing Line Loan participation pursuant to Section 2.04(c), or (B2) in the case of such Swingline ExposureSwing Line Loan participation pursuant to Section 2.04(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C3) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank L/C Issuer and the Swingline LendersSwing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.17(d)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lenders Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by the L/C Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such Class; provided that (A) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may be), (A) Cash Collateralize the obligations of the Borrower to the Issuing Bank and such Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.15(c)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder Termination Date and will be applied by the Administrative Agent, to the fullest extent permitted by lawLaw, to the making of payments from time to time in the following order of priority: first first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement; second, second to satisfy the obligations, if any, of such Term Lender to make Term Loans to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this AgreementBorrower; third, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; fourth, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them; fifth, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders; sixth, on the Termination Date, to the payment of any amounts owing to the Borrower as a result of a final judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and seventh seventh, after the termination of the Commitments and payment in full of all obligations of the Borrower hereunderTermination Date, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Aa) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower Borrowers will, not later than five (5) 10 Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may be), (Aa) Cash Collateralize the obligations of the Borrower Borrowers to the Issuing Bank and such the Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (Bb) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cc) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline LendersLender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount (other than fees that would otherwise be payable by the Borrowers pursuant to Section 2.09(a), which for avoidance of doubt, shall cease to accrue or be payable on the Commitments of such Defaulting Lender) paid by the Borrower or otherwise received by the Administrative Agent Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e2.19(h)) the termination of the Commitments and payment in full of all obligations of the Borrower Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Aa) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Banks or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) . Except to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may be), (A) Cash Collateralize the obligations of the Borrower to the Issuing Bank and such Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under has been reallocated pursuant to this Agreement (whether on account paragraph or Cash Collateralized pursuant to Section 2.06(k)(ii), no Issuing Bank shall be obligated to issue, amend, or renew any Letter of principalCredit if a Lender becomes, interestand during the period it remains, fees, indemnity payments or other amounts) will not be paid or distributed to such a Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Letter of Credit Exposure and any outstanding Swingline Swing Line Exposure of such Defaulting Lender: (i) so long as no Event of Default has occurred and is continuing, the LC Letter of Credit Exposure and the Swingline Swing Line Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Revolving Commitments of such Classunder the applicable Revolving Facility; provided that (Aa) after giving effect to such reallocation, (x) the sum of each Non-Defaulting Lender’s total of the Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Revolving Commitment of such Class Non-Defaulting Lender as in effect at the time of such reallocation, (y) the sum of each Non-Defaulting Lender’s total of the Multicurrency Revolving Credit Exposure may not in any event exceed the Multicurrency Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bz) the sum of each Non-Defaulting Lender’s total of the Canadian Revolving Credit Exposure may not in any event exceed the Canadian Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (b) subject to Section 12.20, neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, the Issuing BankFacing Agents, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “unreallocated portionUnreallocated Portion”) of the Defaulting Lender’s LC Letter of Credit Exposure and Swingline Swing Line Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank any Facing Agent and/or the applicable Swingline Swing Line Lender, as the case may be), (Aa) Cash Collateralize cash collateralize the obligations of the Borrower to the Issuing Bank Facing Agents and such Swingline the Swing Line Lender in respect of such LC Letter of Credit Exposure or Swingline Exposureand the Swing Line Exposure of such Defaulting Lender, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion Unreallocated Portion of such LC Letter of Credit Exposure and Swing Line Exposure or Swingline Exposure, or (Bb) in the case of such Swingline Swing Line Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to Unreallocated Portion of the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk Swing Line Exposure of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If Notwithstanding any provision of this Agreement to the contrary, if a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure L/C Participation pursuant to Section 3.3 and any outstanding Swingline Exposure Loan participation pursuant to Section 2.1(c) of such Defaulting Lender: (i) the LC Exposure L/C Participation pursuant to Section 3.3 and the Swingline Exposure Loan participation pursuant to Section 2.1(c), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) the sum Revolving Credit Exposure of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure Lender (with the aggregate amount of such Class Lenders’ risk participations and funded participation in L/C Participations and Swingline Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing BankLetter of Credit Issuer, the Swingline Lenders Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure L/C Participation pursuant to Section 3.3 and Swingline Exposure Loan participation pursuant to Section 2.1(c) cannot not, or can only partially, be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank Letter of Credit Issuer and/or the applicable Swingline Lender, as the case may be), at its option, (A1) Cash Collateralize cash collateralize the unreallocated portion of the obligations of the Borrower to the Issuing Bank and such Swingline Lender Letter of Credit Issuer in respect of such LC Exposure or Swingline Exposure, as the case may be, L/C Participation pursuant to Section 3.3 in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureL/C Participation pursuant to Section 3.3, or (B2) in the case of such Swingline ExposureLoan participation pursuant to Section 2.1(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.or

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Aa) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i1) above or otherwise, the Borrower will, not later than five (5) one Business Days Day after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may be), (Aa) Cash Collateralize the obligations of the Borrower to the Issuing Bank and such the Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (Bb) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cc) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline LendersLender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e2.20(f)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Facility Letter of Credit participation obligations pursuant to Section 4.6 and any outstanding Swingline Exposure Swing Line Advance participation obligations pursuant to Section 2.19 of such Defaulting Lender: (i) the LC Facility Letter of Credit Exposure and the Swingline Swing Line Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) the sum Revolving Credit Exposure (after giving effect to such reallocation) of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class Lender may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing BankBanks, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Facility Letter of Credit Exposure and Swingline Swing Line Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the any Issuing Bank and/or the applicable Swingline Swing Line Lender, as the case may be), cash collateralize the Facility Letter of Credit Exposure and the Swing Line Exposure of such Defaulting Lender in an amount equal to the unreallocated portion of such Defaulting Lender’s Facility Letter of Credit Exposure and Swing Line Exposure (A) Cash Collateralize or in the obligations case of such Swing Line Exposure, prepay in full the unreallocated portion of the Swing Line Exposure of such Defaulting Lender). Notwithstanding the foregoing, if a Default has occurred and is continuing, then prior to any reallocation pursuant to Section 2.22(a)(i) above, the Borrower shall be required to cash collateralize the Facility Letter of Credit Exposure and Swing Line Exposure of such Defaulting Lender and such reallocation shall only occur if the Borrower fails to cash collateralize the Facility Letter of Credit Exposure and Swing Line Exposure of such Defaulting Lender within five Business Days after written demand to do so by the Administrative Agent (at the direction of any Issuing Bank and such Swingline Lender in respect of such LC Exposure or Swingline Exposureand/or the Swing Line Lender, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (ia) the LC Exposure and the Swingline Exposure Letter of Credit Liabilities of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Ai) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation reallocation, (ii) such Letter of Credit Liabilities shall not be automatically reallocated at any time when an Event of Default has occurred and is continuing and (Biii) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, the Issuing Bank, the Swingline Lenders Banks or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (iib) to the extent that any portion (the “unreallocated portionUnreallocated Portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure Letter of Credit Liabilities cannot be so reallocated, whether reallocated by reason of the first proviso in clause (ito Section 2.20(a) above or otherwiseabove, the Borrower Pride will, not later than five (5) three Business Days after demand by the Administrative Agent (at the direction of the applicable Issuing Bank and/or the applicable Swingline Lender, as the case may beBank), (Ai) Cash Collateralize the obligations of the Borrower Borrowers to the applicable Issuing Bank and such Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, Letter of Credit Liabilities in an amount at least equal to the aggregate amount of the unreallocated portion Unreallocated Portion of such LC Exposure or Swingline ExposureLetter of Credit Liabilities, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cii) make other arrangements satisfactory to the Administrative Agent, Agent and to the applicable Issuing Bank and the Swingline Lenders, as the case may beBank, in their sole discretion discretion, to protect them against the risk of non-payment by such Defaulting Lender; and (iiic) any amount paid by the any Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) Banks under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the such amounts of such interest then due and payable to themowed, fourth third to the payment of fees then due and payable any amounts owing by such Defaulting Lender to the Non-Defaulting Lenders hereunderunder this Agreement, ratably among them in accordance with the such amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lendersowed, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunderfourth, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; provided that, with respect to any application pursuant to this Section 2.20(c) of amounts received from BVI Borrower, such amounts shall be applied only on account of principal, interest, fees, indemnity payments or other amounts owed by BVI Borrower; and provided further that, upon making any payment to the Administrative Agent or any Issuing Bank for the account of a Defaulting Lender, the applicable Borrower’s obligation to pay such amount to such Defaulting Lender shall be fully discharged and such Defaulting Lender shall have no recourse to any Credit Party for the payment of such amount.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC L/C Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC Revolving L/C Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Aa) the sum of each Non-Defaulting Lender’s total Revolving Facility Credit Exposure, total Swingline Exposure and total LC Revolving L/C Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Revolving L/C Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) one Business Days Day after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may be), (Aa) Cash Collateralize the obligations of the Borrower to the Issuing Bank and such the Swingline Lender in respect of such LC Revolving L/C Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Revolving L/C Exposure or Swingline Exposure, or (Bb) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cc) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline LendersLender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e2.24(f)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC L/C Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender (in the case of clause (i) below, other than any Tranche 1 Revolving Lender that did not execute the 2011 Amendment Agreement on or prior to the 2011 Amendment Effective Date) becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC L/C Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC Revolving L/C Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Aa) the sum of each Non-Defaulting Lender’s total Revolving Facility Credit Exposure, total Swingline Exposure and total LC Revolving L/C Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Revolving L/C Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) one Business Days Day after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may be), (Aa) Cash Collateralize the obligations of the Borrower to the Issuing Bank and such the Swingline Lender in respect of such LC Revolving L/C Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Revolving L/C Exposure or Swingline Exposure, or (Bb) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cc) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline LendersLender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e2.24(f)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Ad- ministrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC L/C Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (A) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may be), (A) Cash Collateralize the obligations of the Borrower to the Issuing Bank and such the Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline LendersLender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Letter of Credit participation pursuant to Section 2.03(c), Swing Line Loan participation pursuant to Section 2.04(c) and any outstanding Swingline Exposure Foreign Currency Loan participation pursuant to Section 2.18 of such Defaulting Lender: (i) the LC Exposure Letter of Credit participation pursuant to Section 2.03(c), Swing Line Loan participation pursuant to Section 2.04(c) and the Swingline Exposure Foreign Currency Loan participation pursuant to Section 2.18, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) the sum Outstanding Amount of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure Loans and total LC Exposure L/C Obligations (with the aggregate amount of such Class Lenders’ risk participations and funded participation in L/C Obligations, Swing Line Loans and Foreign Currency Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bankeach L/C Issuer, the Swingline Lenders each Swing Line Lender, each Foreign Currency Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure Letter of Credit participation pursuant to Section 2.03(c), Swing Line Loan participation pursuant to Section 2.04(c) and Swingline Exposure Foreign Currency Loan participation pursuant to Section 2.18 cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank applicable L/C Issuer, Swing Line Lender and/or the applicable Swingline Foreign Currency Lender, as the case may be), (A1) Cash Collateralize the obligations of the Borrower to the Issuing Bank applicable L/C Issuer, Swing Line Lender and such Swingline Foreign Currency Lender in respect of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(c), the Swing Line Loan participation pursuant to Section 2.04(c) and the Foreign Currency Loan participation pursuant to Section 2.18, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(c), the Swing Line Loan participation pursuant to Section 2.04(c) and the Foreign Currency Loan participation pursuant to Section 2.18, or (B2) in the case of such Swingline ExposureSwing Line Loan participation pursuant to Section 2.04(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C3) in the case of such Foreign Currency Loan participation pursuant to Section 2.18 prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof or (4) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank applicable L/C Issuer, Swing Line Lender and the Swingline LendersForeign Currency Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.17(d)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank each L/C Issuer, Swing Line Lender or the Swingline Lenders Foreign Currency Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by any L/C Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Letter of Credit Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (a) the Letter of Credit Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the U.S. Dollar Lenders that are Non-Defaulting Lenders pro rata in accordance with their respective U.S. Dollar Revolving Credit Commitments; provided that (i) the LC sum of each such Non-Defaulting Lender’s total U.S. Dollar Revolving Credit Exposure and total Letter of Credit Exposure may not in any event exceed the U.S. Dollar Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (ii) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrowers, the Administrative Agents, the Letter of Credit Issuer, the Swingline Lenders or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (b) the Malaysian Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Malaysian Lenders that are Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassMalaysian Revolving Credit Commitments; provided that (Ai) the sum of the total Malaysian Revolving Credit Exposure and Malaysian Swingline Exposure of each Malaysian Lender that is a Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class Lender may not in any event exceed the Malaysian Revolving Credit Commitment of such Class of such Malaysian Lender that is a Non-Defaulting Lender as in effect at the time of such reallocation and (Bii) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the BorrowerBorrowers, the Administrative AgentAgents, the Issuing BankLetter of Credit Issuer, the Swingline Lenders or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (c) the Multi-Currency Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their respective Multi-Currency Revolving Credit Commitments; provided that (i) the sum of the total Multi-Currency Revolving Credit Exposure and Malaysian Swingline Exposure of each Multi-Currency Lender that is a Non-Defaulting Lender may not in any event exceed the Multi-Currency Revolving Credit Commitment of such Multi-Currency Lender that is a Non-Defaulting Lender as in effect at the time of such reallocation and (ii) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrowers, the Administrative Agents, the Letter of Credit Issuer, the Swingline Lenders or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (d) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Letter of Credit Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (ia), (b) or (c) above or otherwise, the Borrower Company will, not later than five three (53) Business Days after demand by the any Administrative Agent (at the direction of the Issuing Bank Letter of Credit Issuer and/or the applicable any Swingline Lender, as the case may be), (Ai) Cash Collateralize the obligations of the Borrower Borrowers to the Issuing Bank Letter of Credit Issuer and such the Swingline Lender Lenders in respect of such LC Letter of Credit Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Letter of Credit Exposure or Swingline Exposure, or (Bii) in the case of such Swingline Exposure, prepay (subject to clause (iiie) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Ciii) make other arrangements satisfactory to the Administrative AgentAgents, and to the Issuing Bank Letter of Credit Issuer and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iiie) any amount paid by the Borrower or otherwise received by the Administrative Agent Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent Agents in a segregated non-interest bearing account until (subject to Section 2.19(e13.27 (Cure)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative AgentAgents, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent Agents under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank Letter of Credit Issuer or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and other unreimbursed LC Disbursements amounts with respect to Letters of Credit then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.” (q) by inserting a new Section 13.25 (Resignation of Letter of Credit Issuer and/or Swingline Lender) immediately following Section 13.24 (Reallocation of Defaulting Lender Commitment, Etc.) as follows:

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Letter of Credit Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC Letter of Credit Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Aa) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, the Issuing BankLetter of Credit Issuer, the Swingline Lenders Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Letter of Credit Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower Borrowers will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank Letter of Credit Issuer and/or the applicable Swingline Lender, as the case may be), (A1) Cash Collateralize the obligations of the Borrower Borrowers to the Issuing Bank Letter of Credit Issuer and such the Swingline Lender in respect of such LC Letter of Credit Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Letter of Credit Exposure or Swingline Exposure, or (B2) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C3) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank Letter of Credit Issuer and the Swingline LendersLender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent Borrowers for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e2.14(f)) the termination of the Commitments and payment in full of all obligations of the Borrower Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank Letter of Credit Issuer or the Swingline Lenders Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by the Letter of Credit Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Aa) conditions precedent in Section 4.02 have been met, (b) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bc) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) one Business Days Day after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may be), (Aa) Cash Collateralize the obligations of the Borrower to the Issuing Bank and such the Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (Bb) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cc) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline LendersLender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e2.20(f)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements Advances then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Letter of Credit Exposure and any outstanding Swingline Exposure obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts of such Defaulting Lender: (i) so long as no Event of Default has occurred and is continuing, the LC Letter of Credit Exposure and the Swingline Exposure obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Revolving Commitments of such Classunder the applicable Revolving Facility; provided that (Aa) after giving effect to such reallocation, (x) the sum of each Non-Defaulting Lender’s total of the Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Revolving Commitment of such Class Non-Defaulting Lender as in effect at the time of such reallocation, (y) the sum of each Non-Defaulting Lender’s total of the Multicurrency Revolving Credit Exposure may not in any event exceed the Multicurrency Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bz) the sum of each Non-Defaulting Lender’s total of the Dollar Revolving Credit Exposure may not in any event exceed the Dollar Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, the Issuing BankLenders, the Swingline Lenders Overdraft Provider or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Letter of Credit Exposure and Swingline Exposure obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the any Issuing Bank Lender and/or the applicable Swingline LenderOverdraft Provider, as the case may be), (Aa) Cash Collateralize cash collateralize the obligations of the Borrower to the Issuing Bank Lenders and such Swingline Lender the Overdraft Provider in respect of such LC Letter of Credit Exposure or Swingline Exposureand the obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts of such Defaulting Lender, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Letter of Credit Exposure or Swingline Exposure, and obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts or (Bb) in the case of such Swingline Exposureobligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cof the obligations under Sections 2.1(d) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk 2.1(e) regarding Overdraft Amounts of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender Bank becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (ia) the LC Exposure and the Swingline Exposure Letter of Credit Liabilities of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender Bank becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Ai) the sum of each Non-Defaulting Lender’s 's total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class Extensions may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation reallocation, and (Bii) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, the Issuing Bank, the Swingline Lenders Banks or any other Lender Bank may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (iib) to the extent that any portion (the “unreallocated portion”"Unreallocated Portion") of the Defaulting Lender’s LC Exposure and Swingline Exposure 's Letter of Credit Liabilities cannot be so reallocated, whether by reason of the first proviso in clause (iSection 2.21(a) above or otherwise, the Parent will, or will cause another Borrower willto, not later than five (5) three Business Days after demand by the Administrative Agent (at the direction of the applicable Issuing Bank and/or the applicable Swingline Lender, as the case may beBank), (Ai) Cash Collateralize the obligations of the Borrower Borrowers to the applicable Issuing Bank and such Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, Letter of Credit Liabilities in an amount at least equal to the aggregate amount of the unreallocated portion Unreallocated Portion of such LC Exposure or Swingline ExposureLetter of Credit Liabilities, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cii) make other arrangements satisfactory to the Administrative Agent, Agent and to the applicable Issuing Bank and the Swingline Lenders, as the case may beBank, in their sole discretion discretion, to protect them against the risk of non-payment by such Defaulting Lender; and (iiic) any amount paid by the Borrower Borrowers or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)7.15) the termination of the Commitments and payment in full of all obligations of the Borrower Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) Banks under this Agreement, ratably among them in accordance with such amounts owed, third to the payment of post-default interest and then current interest due and payable to the Lenders Banks hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements disbursements made with respect to a Letter of Credit then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i) and any outstanding Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) of such Defaulting Lender: (i) the LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i) and the Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) the sum Outstanding Amount of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure Loans and total LC Exposure L/C Obligations (with the aggregate amount of such Class Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing BankL/C Issuer, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i) and Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank L/C Issuer and/or the applicable Swingline Swing Line Lender, as the case may be), (A1) Cash Collateralize the obligations of the Borrower to the Issuing Bank L/C Issuer and such Swingline the Swing Line Lender in respect of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(b) and the Swing Line Loan participation pursuant to Section 2.04(c), as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(b) and the Swing Line Loan participation pursuant to Section 2.04(c), or (B2) in the case of such Swingline Exposurethe Swing Line Loan participation pursuant to Section 2.04(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C3) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank L/C Issuer and the Swingline LendersSwing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.16(d)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank any L/C Issuer or the Swingline Lenders Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by the L/C Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Letter of Credit Exposure of such Defaulting Lender: (ia) the LC Exposure and the Swingline Letter of Credit Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Commitments; provided that (Ai) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class Extensions after giving effect thereto may not in any event exceed the Revolving Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bii) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Bank or any other Revolving Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (iib) to the extent that any portion (the “unreallocated portion”"Unreallocated Portion") of the Defaulting Lender’s LC Exposure and Swingline Letter of Credit Exposure cannot be so reallocated, whether by reason of the first proviso in clause (ia) above or otherwise, the Borrower will, not later than five (5) three Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may beBank), (Ai) deposit into the Cash Collateralize the obligations of the Borrower to the Issuing Bank and such Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in Collateral Account an amount equal to at least equal to the aggregate amount of the unreallocated portion Unreallocated Portion of such LC Exposure or Swingline Letter of Credit Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cii) make other arrangements satisfactory to the Administrative Agent, Agent and to the Issuing Bank and the Swingline Lenders, as the case may beBank, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iiic) if any amount paid payment made by the Borrower or otherwise received by under this Agreement includes amounts in respect of Obligations owing to any Defaulting Lender, the Administrative Agent portion of such payment that would be for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts any costs or expenses of Administrative Agent or Issuing Bank incurred as a result of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Lender's being a Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting LendersLender, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, fourth to pay amounts owing under this Agreement to such Defaulting Lender Lender, or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i) and any outstanding Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) of such Defaulting Lender: (i) the LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i) and the Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) the sum Outstanding Amount of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure Loans and total LC Exposure L/C Obligations (with the aggregate amount of such Class Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing BankL/C Issuer, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i) and Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank L/C Issuer and/or the applicable Swingline Swing Line Lender, as the case may be), (A1) Cash Collateralize the obligations of the Borrower to the Issuing Bank L/C Issuer and such Swingline the Swing Line Lender in respect of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(b)(i) and the Swing Line Loan participation pursuant to Section 2.04(c), as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(b)(i) and the Swing Line Loan participation pursuant to Section 2.04(c), or (B2) in the case of such Swingline ExposureSwing Line Loan participation pursuant to Section 2.04(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C3) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank L/C Issuer and the Swingline LendersSwing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.16(d)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lenders Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by the L/C Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Letter of Credit Exposure of such Defaulting Lender: (ia) the LC Exposure and the Swingline Letter of Credit Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Ai) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class Extensions after giving effect thereto may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bii) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Bank or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (iib) to the extent that any portion (the “unreallocated portion”"Unreallocated Portion") of the Defaulting Lender’s LC Exposure and Swingline Letter of Credit Exposure cannot be so reallocated, whether by reason of the first proviso in clause (ia) above or otherwise, the Borrower will, not later than five (5) three Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may beBank), (Ai) deposit into the Cash Collateralize the obligations of the Borrower to the Issuing Bank and such Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in Collateral Account an amount equal to at least equal to the aggregate amount of the unreallocated portion Unreallocated Portion of such LC Exposure or Swingline Letter of Credit Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cii) make other arrangements satisfactory to the Administrative Agent, Agent and to the Issuing Bank and the Swingline Lenders, as the case may beBank, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iiic) if any amount paid payment made by the Borrower or otherwise received by under this Agreement includes amounts in respect of Obligations owing to any Defaulting Lender, the Administrative Agent portion of such payment that would be for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts any costs or expenses of Administrative Agent or Issuing Bank incurred as a result of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Lender's being a Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting LendersLender, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, fourth to pay amounts owing under this Agreement to such Defaulting Lender Lender, or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure participations in Letter of Credit Obligations, Swing Loans and any outstanding Swingline Exposure Protective Advances of such Defaulting Lender: (i1) the LC Exposure participations in Letter of Credit Obligations, Swing Loans and the Swingline Exposure Protective Advances of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Ax) the sum of each Non-Defaulting Lender’s total Ratable Portion of all Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed Outstandings (with the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;aggregate amount (ii2) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure participations in Letter of Credit Obligations, Swing Loans and Swingline Exposure Protective Advances cannot be so reallocated, whether by reason of the first proviso in clause (i1) above or otherwise, the Borrower Borrowers will, not later than five (5) one Business Days Day after demand by the Administrative Agent (at the direction of the Issuing Bank Administrative Agent, the applicable Issuer and/or the applicable Swingline Swing Loan Lender, as the case may be), (Ax) Cash Collateralize the obligations of the Borrower Borrowers to the Issuing Bank Administrative Agent, Issuers and such Swingline the Swing Loan Lender in respect of such LC Exposure or Swingline Exposureparticipations in Letter of Credit Obligations, Swing Loans and Protective Advances, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposureparticipations in Letter of Credit Obligations, or Swing Loans and Protective Advances, (By) in the case of such Swingline Exposureparticipations in Swing Loans, prepay (subject to clause (iii3) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cz) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank Issuers and the Swingline LendersSwing Loan Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii3) any amount paid by the Borrower Borrowers or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e) (Defaulting Lender Cure)) the termination of the Revolving Credit Commitments and payment in full of all obligations of the Borrower Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank Issuers or the Swingline Lenders Swing Loan Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by the Issuers pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Revolving Credit Commitments and payment in full of all obligations of the Borrower Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC the L/C Exposure and any outstanding Swingline the Swing Line Exposure of such Defaulting Lender: (i) the LC L/C Exposure and the Swingline Swing Line Exposure of such Defaulting Lender will, subject to the limitation limitations in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (A) the sum aggregate Outstanding Amount of the Committed Loans of each Non-Defaulting Lender, plus such Non-Defaulting Lender’s total Revolving Credit L/C Exposure, total Swingline plus such Non-Defaulting Lender’s Swing Line Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation reallocation, and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim that the Borrower, the Administrative Agent, the Issuing BankL/C Issuers, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC L/C Exposure and Swingline Swing Line Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank applicable L/C Issuers and/or the applicable Swingline Swing Line Lender, as the case may beapplicable), (A) Cash Collateralize the obligations of the Borrower to the Issuing Bank applicable L/C Issuers and such Swingline the Swing Line Lender in respect of such LC L/C Exposure or Swingline Swing Line Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC L/C Exposure or Swingline Swing Line Exposure, or (B) in the case of such Swingline Swing Line Exposure, prepay (subject to clause (iiib) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank applicable L/C Issuers and the Swingline LendersSwing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If no Potential Event of Default or Event of Default is outstanding, if a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Swing Line Exposure of such Defaulting Lender: (ia) the LC Exposure and the Swingline Swing Line Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Ai) the sum of each Non-Defaulting Lender’s total Revolving Credit Loan Exposure, total Swingline Swing Line Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bii) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the BorrowerCompany, the Administrative Agent, the Issuing BankLender, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (iib) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Swing Line Exposure cannot be so reallocated, whether by reason of the first proviso in clause (ia) above or otherwise, the Borrower Company will, not later than five (5) 5 Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank Lender and/or the applicable Swingline Swing Line Lender, as the case may be), (Ai) Cash Collateralize the obligations of the Borrower Company to the Issuing Bank Lender and such Swingline Swing Line Lender in respect of such LC Exposure or Swingline Swing Line Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Swing Line Exposure, or (Bii) in the case of such Swingline Swing Line Exposure, prepay (subject to clause (iiic) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Ciii) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline LendersLender or Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iiic) any amount paid by the Borrower or otherwise received by the Administrative Agent Company for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower Company hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank Lender or the Swingline Lenders Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements drawings under any Letters of Credit then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower Company hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Facility Letter of Credit Exposure and any outstanding Swingline Swing Line Exposure of such Defaulting Lender: (i) the LC Facility Letter of Credit Exposure and the Swingline Swing Line Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) after giving effect to such reallocation, the sum of each Non-Defaulting Lender’s total of the Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing BankBanks, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Facility Letter of Credit Exposure and Swingline Swing Line Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the any Issuing Bank and/or the applicable Swingline Swing Line Lender, as the case may be), (Aa) Cash Collateralize cash collateralize the obligations of the Borrower to the Issuing Bank Banks and such Swingline the Swing Line Lender in respect of such LC Facility Letter of Credit Exposure or Swingline Exposure(other than Facility Letter of Credit Exposure with respect to Alternative Letters of Credit) and the Swing Line Exposure of such Defaulting Lender, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Facility Letter of Credit Exposure (other than Facility Letter of Credit Exposure with respect to Alternative Letters of Credit) and Swing Line Exposure or Swingline Exposure, or (Bb) in the case of such Swingline Swing Line Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereofof the Swing Line Exposure of such Defaulting Lender). Notwithstanding the foregoing, or if a Default has occurred and is continuing, then prior to any reallocation pursuant to Section 2.22(a)(i) above, the Borrower shall be required to cash collateralize the Facility Letter of Credit Exposure (Cother than Facility Letter of Credit Exposure with respect to Alternative Letters of Credit) make and Swing Line Exposure of such Defaulting Lender and such reallocation shall only occur if the Borrower fails to cash collateralize the Facility Letter of Credit Exposure (other arrangements satisfactory than Facility Letter of Credit Exposure with respect to Alternative Letters of Credit) and Swing Line Exposure of such Defaulting Lender within five Business Days after written demand to do so by the Administrative Agent, and to Agent (at the direction of any Issuing Bank and and/or the Swingline LendersSwing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Letter of Credit participation pursuant to Section 2.03(c) and any outstanding Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) of such Defaulting Lender: (i) the LC Exposure Letter of Credit participation pursuant to Section 2.03(c) and the Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) the sum Outstanding Amount of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure Loans and total LC Exposure L/C Obligations (with the aggregate amount of such Class Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing BankL/C Issuer, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure Letter of Credit participation pursuant to Section 2.03(c) and Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank L/C Issuer and/or the applicable Swingline Swing Line Lender, as the case may be), at its option, (A1) Cash Collateralize the obligations of the Borrower to the Issuing Bank L/C Issuer and such Swingline the Swing Line Lender in respect of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(c) and the Swing Line Loan participation pursuant to Section 2.04(c), as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(c) and/or the Swing Line Loan participation pursuant to Section 2.04(c), or (B2) in the case of such Swingline ExposureSwing Line Loan participation pursuant to Section 2.04(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, thereof or (C3) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Bank L/C Issuer and the Swingline LendersSwing Line Lender, as the case may be, in their sole reasonable discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.17(d)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder Termination Date and will be applied by the Administrative Agent, to the fullest extent permitted by lawLaw, to the making of payments from time to time in the following order of priority: first first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement; second, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lenders Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement; third, third if such Defaulting Lender is a Revolving Credit Lender, to satisfy the obligations, if any, of such Revolving Credit Lender to make Revolving Credit Loans to the Borrower; fourth, to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; fifth, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them; sixth, fifth to pay principal and unreimbursed LC Disbursements payments made by the L/C Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them; seventh, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders; eighth, on the Termination Date, to the payment of any amounts owing to the Borrower as a result of a final judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and seventh ninth, after the termination of the Commitments and payment in full of all obligations of the Borrower hereunderTermination Date, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Swing Line Exposure of such Defaulting Lender: (i) the LC Exposure and the Swingline Swing Line Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) after giving effect to such reallocation, the sum of each Non-Defaulting Lender’s total of the Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Swing Line Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Swing Line Lender, as the case may be), (Aa) Cash Collateralize cash collateralize the obligations of the Borrower to the Issuing Bank and such Swingline Swing Line Lender in respect of the Swing Line Exposure of such LC Exposure or Swingline Exposure, as the case may be, Defaulting Lender in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Swing Line Exposure or Swingline Exposure, or (Bb) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to of the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk Swing Line Exposure of non-payment by such Defaulting Lender; and (iii). Notwithstanding the foregoing, if a Default has occurred and is continuing, then prior to any reallocation pursuant to Section 2.22(a)(i) any amount paid by above, the Borrower or otherwise received shall be required to cash collateralize the Swing Line Exposure of such Defaulting Lender and such reallocation shall only occur if the Borrower fails to cash collateralize the Swing Line Exposure of such Defaulting Lender within five Business Days after written demand to do so by the Administrative Agent for (at the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination direction of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise directSwing Line Lender).

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Letter of Credit participation pursuant to Section 2.03(c) and any outstanding Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) of such Defaulting Lender: (i) the LC Exposure Letter of Credit participation pursuant to Section 2.03(c) and the Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (Aa) the sum Outstanding Amount of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure Loans and total LC Exposure L/C Obligations (with the aggregate amount of such Class Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing BankL/C Issuers, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure Letter of Credit participation pursuant to Section 2.03(c) and Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank applicable L/C Issuer and/or the applicable Swingline Swing Line Lender, as the case may be), at its option, (A1) Cash Collateralize the obligations of the Borrower to the Issuing Bank applicable L/C Issuer and such Swingline the Swing Line Lender in respect of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(c) and the Swing Line Loan participation pursuant to Section 2.04(c), as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(c) and/or the Swing Line Loan participation pursuant to Section 2.04(c), or (B2) in the case of such Swingline ExposureSwing Line Loan participation pursuant to Section 2.04(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, thereof or (C3) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Bank applicable L/C Issuer and the Swingline LendersSwing Line Lender, as the case may be, in their sole reasonable discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.17(d)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder Termination Date and will be applied by the Administrative Agent, to the fullest extent permitted by lawLaw, to the making of payments from time to time in the following order of priority: first first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement; second, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank L/C Issuers or the Swingline Lenders Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement; third, third if such Defaulting Lender is a Revolving Credit Lender, to satisfy the obligations, if any, of such Revolving Credit Lender to make Revolving Credit Loans to the Borrower; fourth, to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them; fifth, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them; sixth, fifth to pay principal and unreimbursed LC Disbursements payments made by the L/C Issuers pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them; seventh, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders; eighth, on the Termination Date, to the payment of any amounts owing to the Borrower as a result of a final judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and seventh ninth, after the termination of the Commitments and payment in full of all obligations of the Borrower hereunderTermination Date, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender Bank becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline L/C Exposure of such Defaulting Lender: (i) the LC Exposure and the Swingline L/C Exposure of such Defaulting Lender will, subject to the limitation limitations in the first proviso (A) below, automatically be reallocated (effective on the day such Lender Bank becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (A) the sum of each Non-Defaulting Lender’s 's total Revolving Credit Exposure, total Swingline Exposure and total LC its Pro Rata Share of the L/C Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation reallocation, and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Banks or any other Lender Bank may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “"unreallocated portion”") of the Defaulting Lender’s LC Exposure and Swingline 's L/C Exposure cannot be so reallocated, whether by reason of the first proviso (A) in clause (i) above or otherwise, the Borrower will, not later than five (5) Business Days after demand by the Administrative Agent (at the direction of the applicable Issuing Bank and/or the applicable Swingline Lender, as the case may beBanks), (A) Cash Collateralize the obligations of the Borrower to the applicable Issuing Bank and such Swingline Lender Banks in respect of such LC L/C Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC L/C Exposure or Swingline Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the applicable Issuing Bank and the Swingline Lenders, as the case may be, Banks in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i1) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first and second proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (AI) the sum of each Non-Defaulting Lender’s total 's Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation, (II) there exists no Default at such time of reallocation and (BIII) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Bank or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii2) to the extent that any portion (the “"unreallocated portion”") of the Defaulting Lender’s 's LC Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso provisos in clause (iI) above or (II) preceding or otherwise, the Borrower will, not later than five two (52) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may beBank), (AI) Cash Collateralize the obligations of the Borrower to the Issuing Bank and such Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (CII) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may beBank, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii3) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e2.12(b)) the termination of the Aggregate Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Aggregate Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i), Swing Line Loan participation pursuant to Section 2.04(c), and any outstanding Swingline Exposure Protective Advance participation pursuant to Section 2.17(b), in each case, of such Defaulting Lender: (i) the LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i), Swing Line Loan participation pursuant to Section 2.04(c) and the Swingline Exposure Protective Advance participation pursuant to Section 2.17(b), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Aa) the sum Outstanding Amount of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure Loans and total LC Exposure L/C Obligations (with the aggregate amount of such Class Lenders’ risk participations and funded participation in L/C Obligations, Swing Line Loans and Protective Advances being deemed “held” by such Lender) may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Parent Borrower, the Administrative Agent, the Issuing BankL/C Issuer, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i), Swing Line Loan participation pursuant to Section 2.04(c), and Swingline Exposure Protective Advance participation pursuant to Section 2.17(b) cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower Borrowers will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank Administrative Agent, L/C Issuer and/or the applicable Swingline Swing Line Lender, as the case may be), (A1) Cash Collateralize the obligations of the Borrower Borrowers to the Issuing Bank L/C Issuer, the Swing Line Lender and such Swingline Lender the Administrative Agent, in respect of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(b)(i), the Swing Line Loan participation pursuant to Section 2.04(c) and the Protective Advance participation pursuant to Section 2.17(b), as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(b)(i), the Swing Line Loan participation pursuant to Section 2.04(c) and the Protective Advance participation pursuant to Section 2.17(b), or (B2) in the case of such Swingline ExposureSwing Line Loan participation pursuant to Section 2.04(c) and such Protective Advance participation pursuant to Section 2.17(b), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C3) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank L/C Issuer and the Swingline LendersSwing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent Borrowers for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.16(d)) the termination of the Commitments and payment in full of all obligations of the Borrower Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lenders Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by the L/C Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments (without giving effect to the Commitment of such Classany Defaulting Lender); provided that (Aa) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) 10 Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may be), (Aa) Cash Collateralize the obligations of the Borrower to the Issuing Bank and such the Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (Bb) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cc) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline LendersLender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount (other than fees that would otherwise be payable by the Borrower pursuant to Section 2.09(a), which for avoidance of doubt, shall cease to accrue or be payable on the Commitments of such Defaulting Lender) paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e2.15(h)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC L/C Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (i) the LC L/C Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassRevolving Credit Commitments; provided that (A) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC L/C Exposure of such Class may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the any Co-Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC L/C Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five ten (510) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the applicable Swingline Lender, as the case may be), (A) Cash Collateralize the obligations of the Borrower Co-Borrowers to the Issuing Bank and such the Swingline Lender in respect of such LC L/C Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC L/C Exposure or Swingline Exposure, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline LendersLender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower Co-Borrowers or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e2.26(d)) the termination of the Commitments and payment in full of all obligations of the Borrower Co-Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC L/C Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower Co-Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Letter of Credit Exposure and any outstanding Swingline Exposure obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts of such Defaulting Lender: (i) so long as no Event of Default has occurred and is continuing, the LC Letter of Credit Exposure and the Swingline Exposure obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Revolving Commitments of such Classunder the applicable Revolving Facility; provided that (Aa) after giving effect to such reallocation, (x) the sum of each Non-Defaulting Lender’s total of the Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class may not in any event exceed the Revolving Commitment of such Class Non-Defaulting Lender as in effect at the time of such reallocation, (y) the sum of each Non-Defaulting Lender’s total of the Multicurrency Revolving Credit Exposure may not in any event exceed the Multicurrency Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bz) the sum of each Non-Defaulting Lender’s total of the Dollar Revolving Credit Exposure may not in any event exceed the Dollar Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (b) neither such reallocation nor any payment by a Non-Non- Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, the Issuing BankLenders, the Swingline Lenders Overdraft Provider or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Letter of Credit Exposure and Swingline Exposure obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the any Issuing Bank Lender and/or the applicable Swingline LenderOverdraft Provider, as the case may be), (Aa) Cash Collateralize cash collateralize the obligations of the Borrower to the Issuing Bank Lenders and such Swingline Lender the Overdraft Provider in respect of such LC Letter of Credit Exposure or Swingline Exposureand the obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts of such Defaulting Lender, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Letter of Credit Exposure or Swingline Exposure, and obligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts or (Bb) in the case of such Swingline Exposureobligations under Sections 2.1(d) and 2.1(e) regarding Overdraft Amounts, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cof the obligations under Sections 2.1(d) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank and the Swingline Lenders, as the case may be, in their sole discretion to protect them against the risk 2.1(e) regarding Overdraft Amounts of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender Bank becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (ia) the LC Exposure and the Swingline Exposure Letter of Credit Liabilities of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender Bank becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassCommitments; provided that (Ai) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure of such Class Extensions may not in any event exceed the Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation reallocation, (ii) such Letter of Credit Liabilities shall not be automatically reallocated at any time when an Event of Default has occurred and is continuing and (Biii) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, the Issuing Bank, the Swingline Lenders Banks or any other Lender Bank may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (iib) to the extent that any portion (the “unreallocated portionUnreallocated Portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure Letter of Credit Liabilities cannot be so reallocated, whether by reason of the first proviso in clause (iSection 2.21(a) above or otherwise, the Parent will, or will cause another Borrower willto, not later than five (5) three Business Days after demand by the Administrative Agent (at the direction of the applicable Issuing Bank and/or the applicable Swingline Lender, as the case may beBank), (Ai) Cash Collateralize the obligations of the Borrower Borrowers to the applicable Issuing Bank and such Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, Letter of Credit Liabilities in an amount at least equal to the aggregate amount of the unreallocated portion Unreallocated Portion of such LC Exposure or Swingline ExposureLetter of Credit Liabilities, or (B) in the case of such Swingline Exposure, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (Cii) make other arrangements satisfactory to the Administrative Agent, Agent and to the applicable Issuing Bank and the Swingline Lenders, as the case may beBank, in their sole discretion discretion, to protect them against the risk of non-payment by such Defaulting Lender; and (iiic) any amount paid by the Borrower or otherwise received by the Administrative Agent Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(e)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenders (pro rata as to the respective amounts owing to each of them) Banks under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the such amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lendersowed, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunderthird, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Multicurrency Revolving Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(ii) and any outstanding Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(a) of such Defaulting Lender: (i) the LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(ii) and the Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(a), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Commitments of such ClassMulticurrency Revolving Commitments; provided that (Aa) the sum Outstanding Amount of each Non-Defaulting Lender’s total Multicurrency Revolving Credit Exposure, total Swingline Exposure Loans and total LC Exposure L/C Obligations (with the aggregate amount of such Class Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim by the Company, the Dutch Borrower, the Administrative Agent, the Issuing BankL/C Issuer, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(ii) and Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(a) cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower Company will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank L/C Issuer and/or the applicable Swingline Swing Line Lender, as the case may be), (A1) Cash Collateralize the obligations of the Borrower Company to the Issuing Bank L/C Issuer and such Swingline the Swing Line Lender in respect of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(b)(ii) and the Swing Line Loan participation pursuant to Section 2.04(a), as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(b)(ii) and the Swing Line Loan participation pursuant to Section 2.04(a), or (B2) in the case of such Swingline ExposureSwing Line Loan participation pursuant to Section 2.04(a), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C3) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank L/C Issuer and the Swingline LendersSwing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Company or the Dutch Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.14(d)) the termination of the Commitments and payment in full of all obligations of the Company and the Dutch Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lenders Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by the L/C Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Company and the Dutch Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Letter of Credit participation pursuant to Section 2.03(c) and any outstanding Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) of such Defaulting Lender: (i) the LC Exposure Letter of Credit participation pursuant to Section 2.03(c) and the Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class under such Facility pro rata in accordance with their respective Revolving Credit Commitments of such ClassFacility; provided that (Aa) the sum Outstanding Amount of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure Loans and total LC Exposure L/C Obligations (with the aggregate amount of such Class Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) of such Facility may not in any event exceed the Revolving Credit Commitment of such Class Facility of such Non-Defaulting Lender as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing BankL/C Issuer, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure Letter of Credit participation pursuant to Section 2.03(c) and Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank L/C Issuer and/or the applicable Swingline Swing Line Lender, as the case may be), (A1) Cash Collateralize the obligations of the Borrower to the Issuing Bank L/C Issuer and such Swingline the Swing Line Lender in respect of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(c) and the Swing Line Loan participation pursuant to Section 2.04(c), as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(c) and the Swing Line Loan participation pursuant to Section 2.04(c), or (B2) in the case of such Swingline ExposureSwing Line Loan participation pursuant to Section 2.04(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C3) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank L/C Issuer and the Swingline LendersSwing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.17(d)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lenders Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders under such Facility that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by the L/C Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitment, Etc. If a Syndicated Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i) and any outstanding Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) of such Defaulting Lender: (i) the LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i) and the Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in the applicable Class pro rata in accordance with their respective Revolving Credit Commitments of such Class; provided that (Aa) the sum Outstanding Amount of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure Loans and total LC Exposure L/C Obligations of such Class (with the aggregate amount of such Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Class of such Non-Defaulting Lender with respect to such Class as in effect at the time of such reallocation and (Bb) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing BankL/C Issuer of any Class, the Swingline Lenders Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure Letter of Credit participation pursuant to Section 2.03(b)(i) and Swingline Exposure Swing Line Loan participation pursuant to Section 2.04(c) cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than five (5) two Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank L/C Issuer of the applicable Class and/or the applicable Swingline Swing Line Lender, as the case may be), (A1) Cash Collateralize the obligations of the Borrower to thesuch L/C Issuer and the Issuing Bank and such Swingline Swing Line Lender in respect of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(b)(i) and the Swing Line Loan participation pursuant to Section 2.04(c), as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline ExposureLetter of Credit participation pursuant to Section 2.03(b) (i) and the Swing Line Loan participation pursuant to Section 2.04(c), or (B2) in the case of such Swingline Exposuresuchthe Swing Line Loan participation pursuant to Section 2.04(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C3) make other arrangements satisfactory to the Administrative Agent, and to the Issuing Bank thesuch L/C Issuer and the Swingline LendersSwing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest interest-bearing account until (subject to Section 2.19(e2.16(d)) the termination US_ACTIVE:\44299297\214\35899.0483 of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank theany L/C Issuer or the Swingline Lenders Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements payments made by the L/C IssuerIssuers pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.