Common use of Treatment of a Defaulting Lender Clause in Contracts

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan hereunder shall not be affected by the failure of any other Lender to make any Loan under this Agreement, and no Lender shall have any liability to the Borrower or any of its Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 12.9. (c) Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Xxxxxx’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders in accordance with their Pro Rata Shares prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXES.

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan Advance hereunder shall not be affected by the failure of any other Lender to make any Loan Advance under this Agreement, and no Lender shall have any liability to the Borrower or any of its their Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan Advance hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to participate in the administration of the loans, this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 12.9. (c) Any payment of principal, interest, fees or other amounts received by the Agent suspended for the account entire period that such Lender remains a Defaulting Lender and the stated commitment amounts and outstanding Advances of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority Lenders (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; secondclass thereof), as the Borrower case may request be, have taken or may take any action hereunder (so long as no Default including, without limitation, any action to approve any consent, waiver or Event of Default existsamendment to this Agreement or the other Loan Documents); provided, to however, that the funding of any Loan foregoing shall not permit (i) an increase in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Xxxxxx’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifthstated commitment amounts, so long as no Default (ii) the waiver, forgiveness or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment reduction of the principal amount of any Loans Indebtedness outstanding to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or other extensions of credit or other obligations of Borrower owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent, (iv) any other modification which under Section 13.10 requires the consent of all Lenders or the Lender(s) affected thereby which affects the Defaulting Lender differently than the Non-Defaulting Lenders affected by such modification, other than a change to or waiver of the requirements of Section 10.3 which results in a reduction of the Defaulting Lender’s commitment or its share of the Indebtedness on a non pro-rata basis. (c) To the extent and for so long as a Lender remains a Defaulting Lender and notwithstanding the provisions of Section 10.3 hereof, the Agent shall be entitled, without limitation, (i) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the Defaulting Lender shall be delinquent or otherwise in default to Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender has not fully funded under this Agreement or any other Loan Document, (ii) if the amount of Advances made by such Defaulting Lender is less than its appropriate sharePercentage requires, and (y) such Loans were apply payments of principal made at a time when by the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay Borrower amongst the Loans of all Non-Defaulting Lenders on a pro rata basis until all outstanding Advances are held by all Lenders according to their respective Percentages and (iii) to bring an action or other proceeding, in accordance with their Pro Rata Shares prior law or equity, against such Defaulting Lender in a court of competent jurisdiction to being applied recover the delinquent amounts, and any related interest. Performance by Borrower of its obligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified as a result of the operation of this Section, except to the payment extent expressly set forth herein and in any event the Borrower shall not be required to pay any Revolving Credit Facility Fee under Section 2.9 of any Loans this Agreement in respect of such Defaulting Lender’s Unfunded Portion of the Revolving Credit for the period during which such Lender until is a Defaulting Lender. Furthermore, the rights and remedies of Borrower, the Agent, the Issuing Lender, the Swing Line Lender and the other Lenders against a Defaulting Lender under this section shall be in addition to any other rights and remedies such time as all Loans are held by parties may have against the Lenders pro rata in accordance with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXESDefaulting Lender under this Agreement or any of the other Loan Documents, applicable law or otherwise, and the Borrower waives no rights or remedies against any Defaulting Lender.

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan Advance hereunder shall not be affected by the failure of any other Lender to make any Loan Advance under this Agreement, and no Lender shall have any liability to the Borrower Borrowers or any of its their Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan Advance hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to participate in the administration of the loans, this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 12.9. (c) Any payment of principal, interest, fees or other amounts received by the Agent suspended for the account entire period that such Lender remains a Defaulting Lender and the stated commitment amounts and outstanding Advances of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; secondclass thereof), as the Borrower case may request be, have taken or may take any action hereunder (so long as no Default including, without limitation, any action to approve any consent, waiver or Event of Default existsamendment to this Agreement or the other Loan Documents); provided, to however, that the funding of any Loan foregoing shall not permit (i) an increase in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Xxxxxx’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifthstated commitment amounts, so long as no Default (ii) the waiver, forgiveness or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment reduction of the principal amount of any Loans Indebtedness outstanding to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or other extensions of credit or other obligations of Borrowers owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent, (iv) any other modification which under Section 13.10 requires the consent of all Lenders or the Lender(s) affected thereby which affects the Defaulting Lender differently than the Non-Defaulting Lenders affected by such modification, other than a change to or waiver of the requirements of Section 10.3 which results in a reduction of the Defaulting Lender’s commitment or its share of the Indebtedness on a non pro-rata basis. (c) To the extent and for so long as a Lender remains a Defaulting Lender and notwithstanding the provisions of Section 10.3 hereof, the Agent shall be entitled, without limitation, (i) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the Defaulting Lender shall be delinquent or otherwise in default to Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender has not fully funded under this Agreement or any other Loan Document, (ii) if the amount of Advances made by such Defaulting Lender is less than its appropriate sharePercentage requires, and (y) such Loans were apply payments of principal made at a time when by the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay Borrowers amongst the Loans of all Non-Defaulting Lenders on a pro rata basis until all outstanding Advances are held by all Lenders according to their respective Percentages and (iii) to bring an action or other proceeding, in accordance with their Pro Rata Shares prior to being applied to the payment of any Loans of law or equity, against such Defaulting Lender until such time as all Loans are held in a court of competent jurisdiction to recover the delinquent amounts, and any related interest. Performance by the Lenders pro rata in accordance with Borrowers of their respective Pro Rata Sharesobligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified as a result of the operation of this Section, except to the extent expressly set forth herein. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXESFurthermore, the rights and remedies of Borrowers, the Agent, and the other Lenders against a Defaulting Lender under this section shall be in addition to any other rights and remedies such parties may have against the Defaulting Lender under this Agreement or any of the other Loan Documents, applicable law or otherwise, and the Borrowers waive no rights or remedies against any Defaulting Lender.

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan Advance hereunder shall not be affected by the failure of any other Lender to make any Loan Advance under this Agreement, and no Lender shall have any liability to the Borrower Borrowers or any of its their Subsidiaries, the Administrative Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan Advance hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to participate in the administration of the loans, this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Administrative Agent shall be subject to the restrictions set forth in Section 12.9. (c) Any payment of principal, interest, fees or other amounts received by the Agent suspended for the account entire period that such Lender remains a Defaulting Lender and the stated commitment amounts and outstanding Advances of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; secondclass thereof), as the Borrower case may request be, have taken or may take any action hereunder (so long as no Default including, without limitation, any action to approve any consent, waiver or Event of Default existsamendment to this Agreement or the other Loan Documents); provided, to however, that the funding of any Loan foregoing shall not permit (i) an increase in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Xxxxxx’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifthstated commitment amounts, so long as no Default (ii) the waiver, forgiveness or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment reduction of the principal amount of any Loans Indebtedness outstanding to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or other extensions of credit or other obligations of the Borrowers owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent, or (iv) any other modification which under Section 13.10 requires the consent of all Lenders or the Lender(s) affected thereby which affects the Defaulting Lender differently than the Non-Defaulting Lenders affected by such modification, other than a change to or waiver of the requirements of Section 10.3 which results in a reduction of the Defaulting Lender’s commitment or its share of the Indebtedness on a non pro-rata basis. (c) To the extent and for so long as a Lender remains a Defaulting Lender and notwithstanding the provisions of Section 10.3 hereof, the Administrative Agent shall be entitled, without limitation, (i) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the Defaulting Lender shall be delinquent or otherwise in default to the Administrative Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender has not fully funded under this Agreement or any other Loan Document, (ii) if the amount of Advances made by such Defaulting Lender is less than its appropriate sharePercentage requires, and (y) such Loans were apply payments of principal made at a time when by the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay Borrowers amongst the Loans of all Non-Defaulting Lenders in accordance with their Pro Rata Shares prior to being applied on a pro rata basis or to the payment Defaulting Lender’s obligations as the Administrative Agent deems appropriate in its sole discretion, until all outstanding Advances are held by all Lenders according to their respective Percentages and (iii) to bring an action or other proceeding, in law or equity, against such Defaulting Lender in a court of competent jurisdiction to recover the delinquent amounts, and any Loans related interest. Performance by the Borrowers of their respective obligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified as a result of the operation of this Section, except to the extent expressly set forth herein and in any event the Borrowers shall not be required to pay any Revolving Credit Facility Fee under Section 2.9 of this Agreement in respect of such Defaulting Lender’s Unfunded Portion of the Revolving Credit for the period during which such Lender until is a Defaulting Lender. Furthermore, the rights and remedies of the Borrowers, the Administrative Agent, the Issuing Lender, the Swing Line Lender and the other Lenders against a Defaulting Lender under this section shall be in addition to any other rights and remedies such time as all Loans are held by parties may have against the Lenders pro rata in accordance with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXESDefaulting Lender under this Agreement or any of the other Loan Documents, applicable law or otherwise, and the Borrowers waive no rights or remedies against any Defaulting Lender.

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan Advance hereunder shall not be affected by the failure of any other Lender to make any Loan Advance under this Agreement, and no Lender shall have any liability to the Borrower Borrowers or any of its their Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan Advance hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to participate in the administration of the loans, this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject suspended for the entire period that such Lender remains a Defaulting Lender and the stated commitment amounts and outstanding Advances of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority Lenders (or any class thereof), as the case may be, have taken or may take any action hereunder (including, without limitation, any action to approve any consent, waiver or amendment to this Agreement or the restrictions set forth other Loan Documents); provided, however, that the foregoing shall not permit (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Indebtedness outstanding to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or other extensions of credit or other obligations of Borrowers owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent, (iv) any other modification which under Section 12.914.10 requires the consent of all Lenders or the Lender(s) affected thereby which affects the Defaulting Lender differently than the Non-Defaulting Lenders affected by such modification, other than a change to or waiver of the requirements of Section 11.3 which results in a reduction of the Defaulting Lender’s commitment or its share of the Indebtedness on a non pro-rata basis. (c) Any payment To the extent and for so long as a Lender remains a Defaulting Lender and notwithstanding the provisions of principalSection 11.3 hereof, interest, fees or other amounts received by the Agent shall be entitled, without limitation, (i) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the account of Defaulting Lender shall be delinquent or otherwise in default to Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document, (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwiseii) or received by if the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment amount of any amounts owing Advances made by such Defaulting Lender is less than its Percentage requires, apply payments of principal made by the Borrowers amongst the Non-Defaulting Lenders on a pro rata basis until all outstanding Advances are held by all Lenders according to their respective Percentages and (iii) to bring an action or other proceeding, in law or equity, against such Defaulting Lender in a court of competent jurisdiction to recover the delinquent amounts, and any related interest. Performance by Borrowers of their respective obligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified as a result of the operation of this Section, except to the extent expressly set forth herein and in any event the Borrowers shall not be required to pay any Revolving Credit Facility Fee in respect of such Defaulting Lender’s Unfunded Portion of the Revolving Credit or any Acquisition Credit Commitment Fee for the period during which such Lender is a Defaulting Lender. Furthermore, the rights and remedies of Borrower, the Agent, the Issuing Lender, the Swing Line Lender and the other Lenders against a Defaulting Lender under this Section shall be in addition to any other rights and remedies such parties may have against the Defaulting Lender under this Agreement or any of the other Loan Documents, applicable law or otherwise, and the Borrowers waive no rights or remedies against any Defaulting Lender. (d) If any Lender shall become a Defaulting Lender, then, for so long as such Lender remains a Defaulting Lender, any Fronting Exposure shall be reallocated by Agent hereunder; secondat the request of the Swing Line Lender and/or the Issuing Lender among the Non-Defaulting Lenders in accordance with their respective Percentages of the Revolving Credit, as but only to the Borrower may request (extent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each Non-Defaulting Lender, plus such Non-Defaulting Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Non-Defaulting Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Non- Defaulting Lender’s Percentage of the Revolving Credit Aggregate Commitment, and only so long as no Default or Event of Default exists), to has occurred and is continuing on the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Xxxxxx’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result date of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders in accordance with their Pro Rata Shares prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXESreallocation.

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan Advance hereunder shall not be affected by the failure of any other Lender to make any Loan Advance under this Agreement, and no Lender shall have any liability to the any Borrower or any of its their Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan Advance hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to participate in the administration of the loans, this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 12.9. (c) Any payment of principal, interest, fees or other amounts received by the Agent suspended for the account entire period that such Lender remains a Defaulting Lender and the stated commitment amounts and outstanding Advances of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; secondclass thereof), as the Borrower case may request be, have taken or may take any action hereunder (so long as no Default including, without limitation, any action to approve any consent, waiver or Event of Default existsamendment to this Agreement or the other Loan Documents); provided, to however, that the funding of any Loan foregoing shall not permit (i) an increase in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Xxxxxx’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifthstated commitment amounts, so long as no Default (ii) the waiver, forgiveness or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment reduction of the principal amount of any Loans Indebtedness outstanding to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or other extensions of credit or other obligations of Borrowers owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent, (iv) any other modification which under Section 13.10 requires the consent of all Lenders or the Lender(s) affected thereby which affects the Defaulting Lender differently than the Lenders that are not Defaulting Lenders (“Non-Defaulting Lenders”) affected by such modification, other than a change to or waiver of the requirements of Section 10.3 which results in a reduction of the Defaulting Lender’s commitment or its share of the Indebtedness on a non pro-rata basis. (c) To the extent and for so long as a Lender remains a Defaulting Lender and notwithstanding the provisions of Section 10.3 hereof, the Agent shall be entitled, without limitation, (i) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the Defaulting Lender shall be delinquent or otherwise in default to Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender has not fully funded under this Agreement or any other Loan Document, (ii) if the amount of Advances made by such Defaulting Lender is less than its appropriate sharePercentage requires, and (y) such Loans were apply payments of principal made at a time when by the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay Borrowers amongst the Loans of all Non-Defaulting Lenders on a pro rata basis until all outstanding Advances are held by all Lenders according to their respective Percentages and (iii) to bring an action or other proceeding, in accordance with law or equity, against such Defaulting Lender in a court of competent jurisdiction to recover the delinquent amounts, and any related interest. Performance by Borrowers of their Pro Rata Shares prior to being applied respective obligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified as a result of the operation of this Section, except to the payment extent expressly set forth herein and in any event the Borrowers shall not be required to pay any Revolving Credit Facility Fee under Section 2.9 of any Loans this Agreement in respect of such Defaulting Lender’s Unfunded Portion of the Revolving Credit for the period during which such Lender until is a Defaulting Lender. Furthermore, the rights and remedies of Borrowers, the Agent, the Issuing Lender, the Swing Line Lender and the other Lenders against a Defaulting Lender under this section shall be in addition to any other rights and remedies such time parties may have against the Defaulting Lender under this Agreement or any of the other Loan Documents, applicable law or otherwise, and the Borrowers waive no rights or remedies against any Defaulting Lender.” 8. Sections 11.3, 11.4 and 11.5 of the Credit Agreement are hereby amended and restated in their entirety as all Loans are held by the Lenders pro rata in accordance with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXES.follows:

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan Advance hereunder shall not be affected by the failure of any other Lender to make any Loan Advance under this Agreement, and no Lender shall have any liability to the Borrower Borrowers or any of its their Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan Advance hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 12.9. (c) Any payment of principal, interest, fees or other amounts received by the Agent suspended for the account entire period that such Lender remains a Defaulting Lender and the stated commitment amounts and outstanding Advances of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority Lenders (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; secondclass thereof), as the Borrower case may request be, have taken or may take any action hereunder (so long as no Default including, without limitation, any action to approve any consent, waiver or Event amendment to this Agreement or the other Loan Documents); provided, however, that the foregoing shall not permit any of Default exists), to the funding of any Loan following: (i) an increase in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Xxxxxx’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifthstated Commitment amounts; (ii) the waiver, so long as no Default forgiveness or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment reduction of the principal amount of any Indebtedness outstanding to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly); (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Loans or other extensions of credit or other obligations of Borrowers owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent; or (iv) any other modification which under Section 12.10 requires the consent of all Lenders or the Lender(s) affected thereby which affects the Defaulting Lender differently than the Non-Defaulting Lenders affected by such modification. (c) To the extent and for so long as a Lender remains a Defaulting Lender, the Agent shall be entitled, without limitation to: (i) withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the Defaulting Lender shall be delinquent or otherwise in default to Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender has not fully funded under this Agreement or any other Loan Document; (ii) if the amount of Advances made by such Defaulting Lender is less than its appropriate sharePercentage requires, and (y) such Loans were apply payments of principal made at a time when by the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay Borrowers amongst the Loans of all Non-Defaulting Lenders on a pro rata basis until all outstanding Advances are held by all Lenders according to their respective Percentages and (iii) bring an action or other proceeding, in accordance with their Pro Rata Shares prior to being applied to the payment of any Loans of law or equity, against such Defaulting Lender until such time in a court of competent jurisdiction to recover the delinquent amounts, and any related interest. Performance by Borrowers of their respective obligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified as all Loans are held by a result of the operation of this Section. Furthermore, the rights and remedies of Borrowers, the Agent, and the Lenders pro rata against a Defaulting Lender under this section shall be in accordance with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXESaddition to any other rights and remedies such parties may have against the Defaulting Lender under this Agreement or any of the other Loan Documents, applicable law or otherwise, and the Borrowers waive no rights or remedies against any Defaulting Lender.

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan hereunder shall not be affected by the failure of any other Lender to make any Loan under this Agreement, and no Lender shall have any liability to the Borrower or any of its Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 12.9. (c) Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting XxxxxxLender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders in accordance with their Pro Rata Shares prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXES.

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan Advance hereunder shall not be affected by the failure of any other Lender to make any Loan Advance under this Agreement, and no Lender shall have any liability to the Borrower or any of its their Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan Advance hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to participate in the administration of the loans, this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 12.9. (c) Any payment of principal, interest, fees or other amounts received by the Agent suspended for the account entire period that such Lender remains a Defaulting Lender and the stated commitment amounts and outstanding Advances of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; secondclass thereof), as the Borrower case may request be, have taken or may take any action hereunder (so long as no Default including, without limitation, any action to approve any consent, waiver or Event of Default existsamendment to this Agreement or the other Loan Documents); provided, to however, that the funding of any Loan foregoing shall not permit (i) an increase in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Xxxxxx’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifthstated commitment amounts, so long as no Default (ii) the waiver, forgiveness or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment reduction of the principal amount of any Loans Indebtedness outstanding to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or other extensions of credit or other obligations of Borrower owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent, (iv) any other modification which under Section 13.10 requires the consent of all Lenders or the Lender(s) affected thereby which affects the Defaulting Lender differently than the Non-Defaulting Lenders affected by such modification, other than a change to or waiver of the requirements of Section 10.3 which results in a reduction of the Defaulting Lender’s commitment or its share of the Indebtedness on a non pro-rata basis. (c) To the extent and for so long as a Lender remains a Defaulting Lender and notwithstanding the provisions of Section 10.3 hereof, the Agent shall be entitled, without limitation, (i) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the Defaulting Lender shall be delinquent or otherwise in default to Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender has not fully funded under this Agreement or any other Loan Document, (ii) if the amount of Advances made by such Defaulting Lender is less than its appropriate sharePercentage requires, and (y) such Loans were apply payments of principal made at a time when by the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay Borrower amongst the Loans of all Non-Defaulting Lenders on a pro rata basis until all outstanding Advances are held by all Lenders according to their respective Percentages and (iii) to bring an action or other proceeding, in accordance with law or equity, against such Defaulting Lender in a court of competent jurisdiction to recover the delinquent amounts, and any related interest. Performance by Borrower of their Pro Rata Shares prior to being applied respective obligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified as a result of the operation of this Section, except to the payment extent expressly set forth herein and in any event the Borrower shall not be required to pay any Revolving Credit Facility Fee under Section 2.9 of any Loans this Agreement in respect of such Defaulting Lender’s Unfunded Portion of the Revolving Credit for the period during which such Lender until is a Defaulting Lender. Furthermore, the rights and remedies of Borrower, the Agent, the Issuing Lender, the Swing Line Lender and the other Lenders against a Defaulting Lender under this section shall be in addition to any other rights and remedies such time as all Loans are held by parties may have against the Lenders pro rata in accordance with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXESDefaulting Lender under this Agreement or any of the other Loan Documents, applicable law or otherwise, and the Borrower waive no rights or remedies against any Defaulting Lender.

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan Advance hereunder shall not be affected by the failure of any other Lender to make any Loan Advance under this Agreement, and no Lender shall have any liability to the Borrower Borrowers or any of its their Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan Advance hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to participate in the administration of the loans, this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 12.9. (c) Any payment of principal, interest, fees or other amounts received by the Agent suspended for the account entire period that such Lender remains a Defaulting Lender and the stated commitment amounts and outstanding Advances of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; secondclass thereof), as the Borrower case may request be, have taken or may take any action hereunder (so long as no Default including, without limitation, any action to approve any consent, waiver or Event of Default existsamendment to this Agreement or the other Loan Documents); provided, to however, that the funding of any Loan foregoing shall not permit (i) an increase in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Xxxxxx’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifthstated commitment amounts, so long as no Default (ii) the waiver, forgiveness or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment reduction of the principal amount of any Loans Indebtedness outstanding to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the loans or other extensions of credit or other obligations of Borrowers owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent, (iv) any other modification which under Section 12.10 requires the consent of all Lenders or the Lender(s) affected thereby which affects the Defaulting Lender differently than the Non-Defaulting Lenders affected by such modification. (c) To the extent and for so long as a Lender remains a Defaulting Lender, the Agent shall be entitled, without limitation, (i) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the Defaulting Lender shall be delinquent or otherwise in default to Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender has not fully funded under this Agreement or any other Loan Document, (ii) if the amount of Advances made by such Defaulting Lender is less than its appropriate sharePercentage requires, and (y) such Loans were apply payments of principal made at a time when by the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay Borrowers amongst the Loans of all Non-Defaulting Lenders on a pro rata basis until all outstanding Advances are held by all Lenders according to their respective Percentages and (iii) to bring an action or other proceeding, in accordance with their Pro Rata Shares prior to being applied to the payment of any Loans of law or equity, against such Defaulting Lender until such time in a court of competent jurisdiction to recover the delinquent amounts, and any related interest. Performance by Borrowers of their respective obligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified as all Loans are held by a result of the operation of this Section. Furthermore, the rights and remedies of Borrowers, the Agent, and the Lenders pro rata against a Defaulting Lender under this section shall be in accordance with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXESaddition to any other rights and remedies such parties may have against the Defaulting Lender under this Agreement or any of the other Loan Documents, applicable law or otherwise, and the Borrowers waive no rights or remedies against any Defaulting Lender.

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan Advance hereunder shall not be affected by the failure of any other Lender to make any Loan Advance under this Agreement, and no Lender shall have any liability to the Borrower or any of its Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan Advance hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 12.913.10. (c) Any payment To the extent and for so long as a Lender remains a Defaulting Lender and notwithstanding the provisions of principalSection 10.3 hereof, interest, fees or other amounts received by the Agent shall be entitled, without limitation, (i) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the account of Defaulting Lender shall be delinquent or otherwise in default to the Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document, (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwiseii) or received by if the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment amount of any amounts owing Advances made by such Defaulting Lender is less than its Percentage requires, apply payments of principal made by the Borrower amongst the Non-Defaulting Lenders on a pro rata basis until all outstanding Advances are held by all Lenders according to their respective Percentages and (iii) to bring an action or other proceeding, in law or equity, against such Defaulting Lender in a court of competent jurisdiction to recover the delinquent amounts, and any related interest. Performance by the Borrower of their respective obligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified as a result of the operation of this Section, except to the Agent hereunder; secondextent expressly set forth herein. Furthermore, as the rights and remedies of the Borrower, the Agent, the Issuing Lender, the Swing Line Lender and the other Lenders against a Defaulting Lender under this section shall be in addition to any other rights and remedies such parties may have against the Defaulting Lender under this Agreement or any of the other Loan Documents, applicable law or otherwise, and the Borrower may waive no rights or remedies against any Defaulting Lender. (d) If any Lender shall become a Defaulting Lender, then, for so long as such Lender remains a Defaulting Lender, any Fronting Exposure shall be reallocated by the Agent at the request (of the Swing Line Lender and/or the Issuing Lender among the Non-Defaulting Lenders in accordance with their respective Percentages of the Revolving Credit, but only to the extent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each Non-Defaulting Lender, plus such Non-Defaulting Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances and Letter of Credit Obligations prior to giving effect to such reallocation plus such Non-Defaulting Lender’s Percentage of the Fronting Exposure to be reallocated does not exceed such Non- Defaulting Lender’s Percentage of the Revolving Credit Aggregate Commitment, and only so long as no Default or Event of Default exists), to has occurred and is continuing on the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Xxxxxx’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result date of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders in accordance with their Pro Rata Shares prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXESreallocation.

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan hereunder shall not be affected by the failure of any other Lender to make any Loan under this Agreement, and no Lender shall have any liability to the Borrower or any of its Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 12.9. (c) Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting XxxxxxLender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders in accordance with their Pro Rata Shares prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXES.;

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan advance hereunder shall not be affected by the failure of any other Lender to make any Loan advance under this Agreement, and no Lender shall have any liability to the Borrower or any of its Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan advance hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 12.912.05. (c) Any payment of principalTo the extent and for so long as a Lender remains a Defaulting Lender, interest, fees or other amounts received by the Agent shall be entitled, without limitation, (i) to withhold or setoff and to apply in satisfaction of those obligations for payment (and any related interest) in respect of which the account of Defaulting Lender shall be delinquent or otherwise in default to Agent or any Lender (or to hold as cash collateral for such delinquent obligations or any future defaults) the amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document, (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwiseii) or received by if the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment amount of any amounts owing Advances made by such Defaulting Lender to the Agent hereunder; secondis less than its Percentage Share requires, as apply payments of principal made by the Borrower may request amongst the Non-Defaulting Lenders on a pro rata basis until all outstanding Advances are held by all Lenders according to their respective Percentage Shares, and (so long as no Default iii) to bring an action or Event of Default exists)other proceeding, to the funding of any Loan in respect of which law or equity, against such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Xxxxxx’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained to recover the delinquent amounts, and any related interest. Performance by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach Borrower of its obligations under this Agreement; fifth, so long as no Default Agreement and the other Loan Documents shall not be excused or Event of Default exists, to the payment of any amounts owing to the Borrower otherwise modified as a result of the operation of this Section, except to the extent expressly set forth herein. Furthermore, the rights and remedies of Borrower, the Agent, the Issuing Bank, the Swing Line Lender and the other Lenders against a Defaulting Lender under this section shall be in addition to any judgment other rights and remedies such parties may have against the Defaulting Lender under this Agreement or any of a court of competent jurisdiction obtained by the other Loan Documents, applicable law or otherwise, and the Borrower waives no rights or remedies against such Defaulting Lender as a result of such any Defaulting Lender’s breach of its obligations under this Agreement; and sixth. (d) If any Lender shall become a Defaulting Lender, to then, for so long as such Lender remains a Defaulting Lender or as otherwise directed Lender, any Fronting Exposure shall be reallocated by a court of competent jurisdiction; provided that if (x) such payment is a payment Agent at the request of the principal amount of any Loans in respect of which such Defaulting Swing Line Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when and/or the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay Issuing Bank among the Loans of all Non-Defaulting Lenders in accordance with their Pro Rata respective Percentage Shares of the Revolving Credit Loans, but only to the extent that the sum of the aggregate principal amount of all Revolving Credit Loans made by each Non-Defaulting Lender, plus such Non-Defaulting Lender’s Percentage Share of the aggregate outstanding principal amount of the Swing Line Loans and LC Exposure prior to being applied giving effect to such reallocation plus such Non-Defaulting Lender’s Percentage Share of the Fronting Exposure to be reallocated does not exceed such Non-Defaulting Lender’s Percentage Share of the Revolving Credit Commitment, and only so long as no Event of Default has occurred and is continuing on the date of such reallocation.” y. Annex I to the payment of any Loans of such Defaulting Lender until such time Credit Agreement is hereby replaced by Annex I attached to this Amendment as all Loans are held by Exhibit “A”. z. Schedule 7.14 to the Lenders pro rata in accordance Credit Agreement is hereby deleted and replaced with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXESSchedule 7.14 attached hereto.

Treatment of a Defaulting Lender. (a) The obligation of any Lender to make any Loan Advance hereunder shall not be affected by the failure of any other Lender to make any Loan Advance under this Agreement, and no Lender shall have any liability to the Borrower Borrowers or any of its their Subsidiaries, the Agent, any other Lender, or any other Person for another Lender’s failure to make any loan or Loan Advance hereunder. (b) If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to participate in the administration of the loans, this Agreement and the other Loan Documents, including without limitation any right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 12.9. (c) Any payment of principal, interest, fees or other amounts received by the Agent suspended for the account entire period that such Lender remains a Defaulting Lender and the stated commitment amounts and outstanding Advances of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; secondclass thereof), as the Borrower case may request be, have taken or may take any action hereunder (so long as no Default including, without limitation, any action to approve any consent, waiver or Event of Default existsamendment to this Agreement or the other Loan Documents); provided, to however, that the funding of any Loan foregoing shall not permit (i) an increase in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Xxxxxx’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifthstated commitment amounts, so long as no Default (ii) the waiver, forgiveness or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment reduction of the principal amount of any Loans in respect of which Indebtedness outstanding to such Defaulting Lender has not fully funded its appropriate share(unless all other Lenders affected thereby are treated similarly), and (yiii) the extension of the final maturity date(s) of such Loans were made at a time when Defaulting Lenders’ portion of any of the conditions set forth loans or other extensions of credit or other obligations of Borrowers owing to such Defaulting Lender, in each case without such Defaulting Lender’s consent, (iv) any other modification which under Section 4.2 were satisfied or waived, such payment shall be applied solely to pay 13.11 requires the Loans consent of all Lenders or the Lender(s) affected thereby which affects the Defaulting Lender differently than the Non-Defaulting Lenders affected by such modification, other than a change to or waiver of the requirements of Section 10.3 which results in accordance with their Pro Rata Shares prior to being applied to a reduction of the payment Defaulting Lender’s commitment or its share of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro Indebtedness on a non pro-rata in accordance with their respective Pro Rata Shares. 10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXESbasis.