Common use of The Agent and Defaulting Lenders Clause in Contracts

The Agent and Defaulting Lenders. (a) Each Defaulting Lender shall be required to provide to the Agent cash in an amount, as shall be determined from time to time by the Agent in its discretion, equal to all obligations of such Defaulting Lender to the Agent that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s obligation to pay, on a pro rata basis, in accordance with its respective aggregate Commitments, any indemnification or expense reimbursement amounts not paid by the Borrower. Such cash shall be held by the Agent in one or more cash collateral accounts, which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Agent shall be entitled to apply the foregoing cash in accordance with Section 14.9. (b) In addition to the indemnity and reimbursement obligations in Section 14.9 each Lender agrees to indemnify the Agent and hold it harmless (to the extent not reimbursed by the Borrower) on a pro rata basis, in accordance with its respective aggregate Commitments (and in calculating the pro rata basis of a Lender, ignoring the Commitments of Defaulting Lenders) any amount that a Defaulting Lender fails to pay the Agent and which is due and owing to the Agent pursuant to Section 14.9. Each Defaulting Lender agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c) The Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Agent amounts (whether principal, interest, fees or otherwise) received by the Agent and due to a Defaulting Lender pursuant to this Agreement, which amounts shall be used by the Agent: (i) first, to reimburse the Agent for any amounts owing to it by the Defaulting Lender pursuant to any Loan Document; and (ii) second, to cash collateralize all other obligations of such Defaulting Lender to the Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Agent in its discretion, including such Defaulting Lender’s obligation to pay, on a pro rata basis, in accordance with its respective Commitments, any indemnification or expense reimbursement amounts not paid by the Borrower. (d) For greater certainty and in addition to the foregoing, neither the Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including, without limitation, a Defaulting Lender) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrower to a Defaulting Lender and received and deposited by the Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the Agent.

The Agent and Defaulting Lenders. (a1) Each Defaulting Lender shall be required to provide to the Agent cash in an amount, as shall be determined from time to time by the Agent Agent, as the case may be, in its discretion, equal to all obligations of such Defaulting Lender to the Agent Agent, that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s obligation to paypay its Rateable Portion of any indemnification, on a pro rata basis, in accordance with its respective aggregate Commitments, any indemnification reimbursement or expense reimbursement amounts not paid by the Borrower. Such cash shall be held by the Agent in one or more cash collateral accounts, which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Agent shall and shall be entitled to apply the foregoing cash in accordance with Section 14.914.14(3), in the case of amounts owing to the Agent. (b2) In addition to the indemnity and reimbursement obligations noted in Section 14.9 each Lender agrees 14.9, the Lenders agree to indemnify the Agent and hold it harmless (to the extent not reimbursed by the BorrowerBorrower and without limiting the obligations of the Borrower hereunder) on a pro rata basis, in accordance with its rateably according to their respective aggregate Commitments Rateable Portions (and in calculating the pro rata basis Rateable Portion of a Lender, ignoring the Commitments of Defaulting Lenders) any amount that a Defaulting Lender fails to pay the Agent and which is due and owing to the Agent pursuant to Section 14.9. Each Defaulting Lender Xxxxxx agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c3) The Agent shall be entitled to set-off and/or withhold from any Defaulting Lender’s Rateable Portion of all payments received from the Borrower against such Defaulting Lender’s obligations to make payments and fund Loans required to be made by it and to purchase participations required to be purchased by it in each case under this Agreement and the other Documents. To the extent permitted by law, the Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Agent all amounts (whether principal, interest, fees or otherwise) received by the Agent and due to a Defaulting Lender pursuant to this Agreement, for so long as such Lender is a Defaulting Lender, which amounts shall be used by the Agent: (ia) first, to reimburse the Agent for any amounts owing to it it, in its capacity as Agent, by the such Defaulting Lender pursuant to any Loan Document; and; (iib) second, to the reimbursement, on a pro rata basis, of any indemnity amounts owing by such Defaulting Lender pursuant to Section 14.14(2); (c) third, to repay on a pro rata basis the incremental portion of any Loans made by a Lender pursuant to Section 15.2(4) in order to fund a shortfall created by a Defaulting Lender and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Loans; (d) fourth, to cash collateralize all other obligations of such Defaulting Lender to the Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Agent Agent, in its discretion, including such Defaulting Lender’s obligation to paypay its Rateable Portion of any indemnification, on a pro rata basis, in accordance with its respective Commitments, any indemnification reimbursement or expense reimbursement amounts not paid by the Borrower; and (e) fifth, to fund from time to time the Defaulting Xxxxxx’s Rateable Portion of Loans, provided that any such funds in excess of such Defaulting Lender’s defaulted obligations shall be paid to the Defaulting Lender. (d4) For greater certainty and in addition to the foregoing, neither the Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including, without limitation, including a Defaulting LenderLender ) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrower to a Defaulting Lender and received and deposited by the Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the AgentAgent as determined by a final non-appealable judgment of a court of competent jurisdiction.

The Agent and Defaulting Lenders. (a1) Each Defaulting Lender shall be required to provide to the Agent cash in an amount, as shall be determined from time to time by the Agent in its discretion, equal to all obligations of such Defaulting Lender to the Agent that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s obligation to pay, on a pro rata basis, in accordance with pay its respective aggregate Commitments, Rateable Portion of any indemnification or expense reimbursement amounts not paid by the Borrower. Such cash shall be held by the Agent in one or more cash collateral accounts, which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Agent shall be entitled to apply the foregoing cash in accordance with Section 14.913.9. (b2) In addition to the indemnity and reimbursement obligations noted in Section 14.9 each Lender agrees 13.9, the Lenders agree to indemnify the Agent and hold it harmless (to the extent not reimbursed by the BorrowerBorrower and without limiting the obligations of the Borrower hereunder) on a pro rata basis, in accordance with its rateably according to their respective aggregate Commitments Rateable Portions (and in calculating the pro rata basis Rateable Portion of a Lender, ignoring the Commitments of Defaulting Lenders) any amount that a Defaulting Lender fails to pay the Agent and which is due and owing to the Agent pursuant to Section 14.913.9. Each Defaulting Lender agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c3) The Agent shall be entitled to set off any Defaulting Lender’s Rateable Portion of all payments received from the Borrower against such Defaulting Lender’s obligations to fund payments and Loans required to be made by it and to purchase participations required to be purchased by it in each case under this Agreement and the other Documents. The Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Agent all amounts (whether principal, interest, fees or otherwise) received by the Agent and due to a Defaulting Lender pursuant to this Agreement, which amounts shall be used by the Agent: (ia) first, to reimburse the Agent for any amounts owing to it by the Defaulting Lender pursuant to any Document; (b) second, to repay on a pro rata basis any (i) Loans made by a Lender pursuant to Section 14.2(4) in order to fund a shortfall created by a Defaulting Lender which repayment shall be in the form of an assignment by each such Lender of such Loan Document; and to the Defaulting Lender against receipt of such repayment, and (ii) secondany payments made by a Lender pursuant to Section 13.14(2) in order to fund a shortfall created by a Defaulting Lender; (c) third, to cash collateralize all other obligations of such Defaulting Lender to the Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Agent in its discretion, including such Defaulting Lender’s obligation to pay, on a pro rata basis, in accordance with pay its respective Commitments, Rateable Portion of any indemnification or expense reimbursement amounts not paid by the Borrower; and (d) fourth, to fund from time to time the Defaulting Lender’s Rateable Portion of Loans. (d4) For greater certainty and in addition to the foregoing, neither the Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including, without limitation, a Defaulting Lender) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrower to a Defaulting Lender and received and deposited by the Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the AgentAgent as determined by a final non-appealable judgement of a court of competent jurisdiction.

The Agent and Defaulting Lenders. (a1) Each Defaulting Lender shall be required to provide to the Agent cash in an amount, as shall be determined from time to time by the Agent Agent, in its discretion, equal to all obligations of such Defaulting Lender to the Agent that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s obligation to paypay its Rateable Portion of any indemnification, on a pro rata basis, in accordance with its respective aggregate Commitments, any indemnification reimbursement or expense reimbursement amounts not paid by the Borrower. Such cash shall be held by the Agent in one or more cash collateral accounts, which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Agent shall and shall be entitled to apply the foregoing cash in accordance with Section 14.915.14(3). (b2) In addition to the indemnity and reimbursement obligations noted in Section 14.9 each Lender agrees 15.9, the Lenders agree to indemnify the Agent and hold it harmless (to the extent not reimbursed by the BorrowerBorrower and without limiting the obligations of the Borrower hereunder) on a pro rata basis, in accordance with its rateably according to their respective aggregate Commitments Rateable Portions (and in calculating the pro rata basis Rateable Portion of a Lender, ignoring the Commitments of Defaulting Lenders) any amount that a Defaulting Lender fails to pay the Agent and which is due and owing to the Agent pursuant to Section 14.915.9. Each Defaulting Lender Xxxxxx agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c3) The Agent shall be entitled to set off and/or withhold from any Defaulting Lender’s Rateable Portion of all payments received from the Borrower against such Defaulting Lender’s obligations to make payments and fund Loans required to be made by it and to purchase participations required to be purchased by it in each case under this Agreement and the other Documents. To the extent permitted by law, the Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Agent all amounts (whether principal, interest, fees or otherwise) received by the Agent and due to a Defaulting Lender pursuant to this Agreement, for so long as such Lender is a Defaulting Lender, which amounts shall be used by the Agent: (ia) first, to reimburse the Agent for any amounts owing to it it, in its capacity as Agent, by the such Defaulting Lender pursuant to any Loan Document; and; (iib) second, to the reimbursement, on a pro rata basis, of any indemnity amounts owing by such Defaulting Lender pursuant to Section 15.14(2); (c) third, to repay on a pro rata basis the incremental portion of any Loans made by a Lender pursuant to Section 16.2(4) in order to fund a shortfall created by a Defaulting Lender and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Loans; (d) fourth, to cash collateralize all other obligations of such Defaulting Lender to the Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Agent in its discretionAgent, including such Defaulting Lender’s obligation to paypay its Rateable Portion of any indemnification, on a pro rata basis, in accordance with its respective Commitments, any indemnification reimbursement or expense reimbursement amounts not paid by the Borrower; and (e) fifth, to fund from time to time the Defaulting Xxxxxx’s Rateable Portion of Loans, provided that any such funds in excess of such Defaulting Lender’s defaulted obligations shall be paid to the Defaulting Lender. (d4) For greater certainty and in addition to the foregoing, neither the Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including, without limitation, including a Defaulting LenderLender ) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrower to a Defaulting Lender and received and deposited by the Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the AgentAgent as determined by a final non-appealable judgment of a court of competent jurisdiction.

The Agent and Defaulting Lenders. (a1) Each Defaulting Lender shall be required to provide to the Agent cash in an amount, as shall be determined from time to time by the Agent Agent, in its discretion, equal to all obligations of such Defaulting Lender to the Agent that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s 's obligation to paypay its Rateable Portion of any indemnification, on a pro rata basis, in accordance with its respective aggregate Commitments, any indemnification reimbursement or expense reimbursement amounts not paid by the Borrower. Such cash shall be held by the Agent in one or more cash collateral accounts, which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Agent shall and shall be entitled to apply the foregoing cash in accordance with Section 14.915.14(3). (b2) In addition to the indemnity and reimbursement obligations noted in Section 14.9 each Lender agrees 15.9, the Lenders agree to indemnify the Agent and hold it harmless (to the extent not reimbursed by the BorrowerBorrower and without limiting the obligations of the Borrower hereunder) on a pro rata basis, in accordance with its rateably according to their respective aggregate Commitments Rateable Portions (and in calculating the pro rata basis Rateable Portion of a Lender, ignoring the Commitments of Defaulting Lenders) any amount that a Defaulting Lender fails to pay the Agent and which is due and owing to the Agent pursuant to Section 14.915.9. Each Defaulting Lender Xxxxxx agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c3) The Agent shall be entitled to set off and/or withhold from any Defaulting Lender's Rateable Portion of all payments received from the Borrower against such Defaulting Lender's obligations to make payments and fund Loans required to be made by it and to purchase participations required to be purchased by it in each case under this Agreement and the other Documents. To the extent permitted by law, the Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Agent all amounts (whether principal, interest, fees or otherwise) received by the Agent and due to a Defaulting Lender pursuant to this Agreement, for so long as such Lender is a Defaulting Lender, which amounts shall be used by the Agent: (ia) first, to reimburse the Agent for any amounts owing to it it, in its capacity as Agent, by the such Defaulting Lender pursuant to any Loan Document; and; (iib) second, to the reimbursement, on a pro rata basis, of any indemnity amounts owing by such Defaulting Lender pursuant to Section 15.14(2); (c) third, to repay on a pro rata basis the incremental portion of any Loans made by a Lender pursuant to Section 16.2(4) in order to fund a shortfall created by a Defaulting Lender and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Loans; (d) fourth, to cash collateralize all other obligations of such Defaulting Lender to the Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Agent in its discretionAgent, including such Defaulting Lender’s 's obligation to paypay its Rateable Portion of any indemnification, on a pro rata basis, in accordance with its respective Commitments, any indemnification reimbursement or expense reimbursement amounts not paid by the Borrower; and (e) fifth, to fund from time to time the Defaulting Xxxxxx's Rateable Portion of Loans, provided that any such funds in excess of such Defaulting Lender's defaulted obligations shall be paid to the Defaulting Lender. (d4) For greater certainty and in addition to the foregoing, neither the Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including, without limitation, including a Defaulting LenderLender ) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrower to a Defaulting Lender and received and deposited by the Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the AgentAgent as determined by a final non-appealable judgment of a court of competent jurisdiction.

The Agent and Defaulting Lenders. (a) Each Defaulting Lender shall be required to provide to the Agent cash in an amount, as shall be determined from time to time by the Agent in its discretion, equal to all obligations of such Defaulting Lender to the Agent that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s obligation to paypay its Lender’s Proportion of any indemnification, on a pro rata basis, in accordance with its respective aggregate Commitments, any indemnification reimbursement or expense reimbursement amounts not paid by the Borrower. Such cash shall be held by the Agent in one or more cash collateral accounts, which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Agent shall be entitled to apply the foregoing cash in accordance with Section 14.912.17, in the case of amounts owing to the Agent. (b) In addition to the indemnity and reimbursement obligations noted in Section 14.9 each Lender agrees 12.17, the Lenders agree to indemnify the Agent and hold it harmless (to the extent not reimbursed by the BorrowerBorrower and without limiting the obligations of the Borrower hereunder) on a pro rata basis, in accordance with its rateably according to their respective aggregate Commitments Lender’s Proportion (and in calculating the pro rata basis Lender’s Proportion of a Lender, ignoring the Commitments of Defaulting Lenders) any amount that a Defaulting Lender fails to pay the Agent and which is due and owing to the Agent pursuant to Section 14.912.17. Each Defaulting Lender agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c) The Agent shall be entitled to set off any Defaulting Lender’s Proportion of all payments received from the Borrower against such Defaulting Lender’s obligations to make payments and fund Accommodations required to be made by it and to purchase participations required to be purchased by it in each case under this Agreement and the other Loan Documents. To the extent permitted by law, the Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Agent all amounts (whether principal, interest, fees or otherwise) received by the Agent and due to a Defaulting Lender pursuant to this Agreement, for so long as such Lender is a Defaulting Lender, which amounts shall be used by the Agent: (i) first, to reimburse the Agent for any amounts owing to it it, in its capacity as Agent, by the such Defaulting Lender pursuant to any Loan Document; and; (ii) second, to repay on a pro rata basis the incremental portion of any Accommodations made by a Lender pursuant to Section 11.8 in order to fund a shortfall created by a Defaulting Lender and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Accommodations; (iii) third, to cash collateralize all other obligations of such Defaulting Lender to the Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Agent in its discretion, including such Defaulting Lender’s obligation to paypay its Lender’s Proportion of any indemnification, on a pro rata basis, in accordance with its respective Commitments, any indemnification reimbursement or expense reimbursement amounts not paid by the Borrower; and (iv) fourth, to fund from time to time the Defaulting Lender’s Proportion of Secured Obligations. (d) For greater certainty and in addition to the foregoing, neither the Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Secured Lender (including, without limitation, including a Defaulting Lender) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrower to a Defaulting Lender and received and deposited by the Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the AgentAgent as determined by a final non-appealable judgment of a court of competent jurisdiction.

The Agent and Defaulting Lenders. (a1) Each Defaulting Lender shall be required to provide to the Agent cash in an amount, as shall be determined from time to time by the Agent in its discretion, equal to all obligations of such Defaulting Lender to the Agent that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s obligation to paypay its Rateable Portion of any indemnification, on a pro rata basis, in accordance with its respective aggregate Commitments, any indemnification reimbursement or expense reimbursement amounts not paid by the Borrower. Such cash shall be held by the Agent in one or more cash collateral accounts, which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Agent shall and shall be entitled to apply the foregoing cash in accordance with Section 14.914.15(3), in the case of amounts owing to the Agent from the Defaulting Lender (including pursuant to Section 6.7). (b2) In addition to the indemnity and reimbursement obligations noted in Section 14.9 each Lender agrees 14.9, the Lenders agree to indemnify the Agent and hold it harmless (to the extent not reimbursed by the BorrowerBorrower and without limiting the obligations of the Borrower hereunder) on a pro rata basis, in accordance with its rateably according to their respective aggregate Commitments Rateable Portions (and in calculating the pro rata basis Rateable Portion of a Lender, ignoring the Commitments of Defaulting Lenders) any amount that a Defaulting Lender fails to pay the Agent and which is due and owing to the Agent pursuant to Section 14.9. Each Defaulting Lender Xxxxxx agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c3) The Agent shall be entitled to set-off and/or withhold from any Defaulting Lender’s Rateable Portion of all payments received from the Borrower against such Defaulting Lender’s obligations to make payments and fund Loans required to be made by it and to purchase participations required to be purchased by it in each case under this Agreement and the other Documents. To the extent permitted by law, the Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Agent all amounts (whether principal, interest, fees or otherwise) received by the Agent and due to a Defaulting Lender pursuant to this Agreement, for so long as such Lender is a Defaulting Lender, which amounts shall be used by the Agent: (ia) first, to reimburse the Agent for any amounts owing to it it, in its capacity as Agent, by the such Defaulting Lender pursuant to any Loan Document; and; (iib) second, to the reimbursement, on a pro rata basis, of any indemnity amounts owing by such Defaulting Lender pursuant to Section 14.15(2); (c) third, to repay on a pro rata basis the incremental portion of any Loans made by a Lender pursuant to Section 15.1(4) in order to fund a shortfall created by a Defaulting Lender and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Loans; (d) fourth, to cash collateralize all other obligations of such Defaulting Lender to the Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Agent Agent, each in its discretion, including such Defaulting Lender’s obligation to paypay its Rateable Portion of any indemnification, on a pro rata basis, in accordance with its respective Commitments, any indemnification reimbursement or expense reimbursement amounts not paid by the Borrower; and (e) fifth, to fund from time to time the Defaulting Xxxxxx’s Rateable Portion of Loans, provided that any such funds in excess of such Defaulting Lender’s defaulted obligations shall be paid to the Defaulting Lender. (d4) For greater certainty and in addition to the foregoing, neither the Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including, without limitation, including a Defaulting Lender) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrower to a Defaulting Lender and received and deposited by the Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the AgentAgent as determined by a final non-appealable judgment of a court of competent jurisdiction. (5) If any Letters of Credit are outstanding at the time a Lender becomes a Defaulting Lender (such Defaulting Lender’s Rateable Portion of the Outstanding Principal of such Letters of Credit is the “Defaulting Lender Exposure”), then: (a) to the extent the Defaulting Lender has not provided cash collateral for its Defaulting Lender Exposure pursuant to Sections 14.14(1) and 14.14(3)(e) above, such Defaulting Lender Exposure shall be reallocated among the non-Defaulting Lenders for the purposes of Section 6.7 in accordance with their respective Rateable Portions (disregarding any Defaulting Lender’s Commitment) but, for each non-Defaulting Lender, only to the extent that the sum of (i) any non-Defaulting Lender’s Rateable Portion of all outstanding Loans, plus (ii) such non-Defaulting Lender’s rateable share (after giving effect to the reallocation contemplated herein) of the Defaulting Lender Exposure, does not exceed such non-Defaulting Lender’s Commitment; (b) if the reallocation described in Section 14.14(5)(a) above cannot, or can only partially, be effected, the Borrower shall within one Banking Day following notice by the Operating Lender prepay outstanding Letters of Credit (by the provision of cash collateral in accordance with Section 2.16(2)) to the extent necessary to allow a full reallocation of the Defaulting Lender Exposure as aforesaid; and (c) if the Rateable Portions of the non-Defaulting Lenders are reallocated pursuant to this Section 14.15(5), then the issuance fees payable to the Lenders pursuant to Section 6.6 shall be adjusted to give effect to such reallocations in accordance with each such non-Defaulting Lender’s Rateable Portions.

The Agent and Defaulting Lenders. (a) Each Defaulting Lender shall be required to provide to the Agent cash in an amount, as shall be determined from time to time by the Agent in its discretion, equal to all obligations of such Defaulting Lender to the Agent that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s 's obligation to pay, on a pro rata basis, in accordance with its respective aggregate Commitments, any indemnification or expense reimbursement amounts not paid by the Borrower. Such cash shall be held by the Agent in one or more cash collateral accounts, which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Agent shall be entitled to apply the foregoing cash in accordance with Section 14.9. (b) In addition to the indemnity and reimbursement obligations in Section 14.9 each Lender agrees to indemnify the Agent and hold it harmless (to the extent not reimbursed by the Borrower) on a pro rata basis, in accordance with its respective aggregate Commitments (and in calculating the pro rata basis of a Lender, ignoring the Commitments of Defaulting Lenders) any amount that a Defaulting Lender fails to pay the Agent and which is due and owing to the Agent pursuant to Section 14.9. Each Defaulting Lender agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c) The Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Agent amounts (whether principal, interest, fees or otherwise) received by the Agent and due to a Defaulting Lender pursuant to this Agreement, which amounts shall be used by the Agent: (i) first, to reimburse the Agent for any amounts owing to it by the Defaulting Lender pursuant to any Loan Document; and (ii) second, to cash collateralize all other obligations of such Defaulting Lender to the Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Agent in its discretion, including such Defaulting Lender’s 's obligation to pay, on a pro rata basis, in accordance with its respective Commitments, any indemnification or expense reimbursement amounts not paid by the Borrower. (d) For greater certainty and in addition to the foregoing, neither the Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including, without limitation, a Defaulting Lender) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrower to a Defaulting Lender and received and deposited by the Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the Agent.

The Agent and Defaulting Lenders. (a1) Each Defaulting Lender shall shall, to the extent permitted by Applicable Law, be required to provide to the Agent cash in an amount, as shall be determined from time to time by the Agent in its discretion, equal to all obligations of such Defaulting Lender that are owing or, in the case of contingent obligations under any outstanding Fronted LCs (after giving effect to the reallocation provisions in Section 16.2) may be owing to the Agent that are owing or may become owing pursuant to this Agreement, or to any Fronting Lender hereunder including such Defaulting Lender’s obligation to pay, on a pro rata basis, in accordance with pay its respective aggregate Commitments, Rateable Portion of any indemnification or expense reimbursement amounts not paid by the BorrowerBorrowers. Such cash shall be held by the Agent in one or more cash collateral accounts, which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Agent shall be entitled to apply the foregoing cash in accordance with Section 14.915.14(3). (b2) In addition to the indemnity and reimbursement obligations noted in Section 14.9 each Lender agrees 15.9, the Lenders agree to indemnify the Agent and hold it harmless (to the extent not reimbursed by the BorrowerBorrowers and without limiting the obligations of the Borrowers hereunder) on a pro rata basis, in accordance with its rateably according to their respective aggregate Commitments Rateable Portions (and in calculating the pro rata basis Rateable Portion of a Lender, ignoring the Commitments of Defaulting Lenders) any amount that a Defaulting Lender fails to pay the Agent and which is due and owing to the Agent pursuant to Section 14.915.9. Each Defaulting Lender agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c3) The Agent shall be entitled to set-off and/or withhold any Defaulting Lender’s Rateable Portion of all payments received from the Borrowers against such Defaulting Lender’s obligations to fund payments and Loans required to be made by it and to purchase participations required to be purchased by it in each case under this Agreement and the other Documents (provided that, notwithstanding the exercise of such set-off or withholding, the Borrowers shall have been deemed to have made such payment to such Defaulting Lender for the purposes of this Agreement and the other Documents). To the extent permitted by law, the Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Agent all amounts (whether principal, interest, fees or otherwise) received by the Agent and due to a Defaulting Lender pursuant to this Agreement, which amounts shall be used by the Agent: (ia) first, to reimburse the Agent for any amounts owing to it by the Defaulting Lender pursuant to any Loan Document; and; (iib) second, to repay on a pro rata basis any (i) Loans made by a Lender pursuant to Section 16.2(4) in order to fund a shortfall created by a Defaulting Lender and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Loans; (c) third, to cash collateralize all other contingent obligations of such Defaulting Lender to the Agent Agent, in its capacity as Agent, or any Fronting Lender owing pursuant to this Agreement in such amount as shall be determined from time to time by the Agent in its discretion, including such Defaulting Lender’s obligation to pay, on a pro rata basis, in accordance with pay its respective Commitments, Rateable Portion of any indemnification or expense reimbursement amounts not paid by the BorrowerBorrowers; and (d) fourth, to fund from time to time the Defaulting Lender’s Rateable Portion of Loans. (d4) For greater certainty and in addition to the foregoing, neither the Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including, without limitation, a Defaulting LenderLender ) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrower Borrowers to a Defaulting Lender and received and deposited by the Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the AgentAgent as determined by a final non-appealable judgement of a court of competent jurisdiction.