Common use of Defaulting Bank Clause in Contracts

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Defaulting Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Defaulting Bank. Notwithstanding any other provision of in this Agreement to the contrary, if at any time a Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such any Bank is a Defaulting Bank: (a) Until such time as the Defaulting Bank ceases to be a Bank under this Agreement, it will retain its Revolving Commitment and will remain subject to all of its obligations as a Bank hereunder, although it will be presumed that such Defaulting Bank will fail to satisfy any funding obligation and, accordingly, all other Banks hereby agree to fund L/C Borrowings and participate in Swing Line Loans in accordance with the terms hereof and their respective Revolving Pro Rata Adjusted Percentage. (b) The Fees under Section 2.11 shall cease to accrue on that portion of such Defaulting Bank’s Revolving Commitment that remains unfunded or which has not been included in any L/C Obligations; (c) A Defaulting Bank may cease to be a Defaulting Bank as specified in the definition thereof. (d) At any time during a Default Period, Agent may and upon the direction of the Majority Banks shall, upon three (3) Business Days prior notice to the applicable Defaulting Bank (so long as such Default Period remains in effect at the end of such notice period), require such Defaulting Bank to assign all right, title and interest that it may have in all Loans and any other Obligations of the Co-Borrowers under this Agreement and the Loan Documents to another Bank (if another Bank will consent to purchase such right, title and interest) or an Eligible Assignee in accordance with Section 10.07 of this Agreement, if such Eligible Assignee can be found by the Co-Borrowers, for a purchase price equal to 100% of the principal amount of such Loans and any other Obligations plus the amount of any interest and fees accrued and owing to such Defaulting Bank as of the date of such assignment. (e) with respect to any L/C Obligation or Swing Line Loan that exists at the time a Bank becomes a Defaulting Bank or thereafter: (i) all or any part of such Defaulting Bank’s Pro Rata Share of the L/C Obligations and Swing Line Loans shall be deemed reallocated among the Non-Defaulting Banks in accordance with their respective Revolving Pro Rata Adjusted Percentage but only to have assigned the extent (x) the sum of all of the Effective Amounts of the Non-Defaulting Banks plus such Defaulting Bank’s Pro Rata Share of the L/C Obligations and the outstanding Swing Line Loans does not exceed the Total Available Revolving Commitment, (y) any Non-Defaulting Bank’s Effective Amount plus such Non-Defaulting Bank’s Revolving Pro Rata Adjusted Percentage of such Defaulting Bank’s Revolving Pro Rata Percentage of the L/C Obligations and outstanding Swing Line Loans does not exceed such Non-Defaulting Bank’s Revolving Commitment and (z) the conditions set forth in Section 5.02 of this Agreement are satisfied at such time; (ii) if the reallocation described in clause (i) above cannot, or can only partially be effected, then the Co-Borrowers shall within two (2) Business Days following notice by the Agent Cash Collateralize such Defaulting Bank’s Pro Rata Share of the L/C Obligations and Swing Line Loans (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the terms of this Agreement, including without limitation Section 3.07, for so long as such L/C Obligation or Swing Line Loan, as applicable, is outstanding; (iii) if the Co-Borrowers Cash Collateralize any portion of such Defaulting Bank’s Pro Rata Share of the L/C Obligations pursuant to this Section 2.16(e) and Section 3.07 then the Co-Borrowers shall not be required to pay any fees for the pro rata benefit of such Defaulting Bank pursuant to Section 3.08 with respect to such Defaulting Bank’s Pro Rata Share of the L/C Obligations during the period such Defaulting Bank’s Pro Rata Share of the L/C Obligations is Cash Collateralized; and (iv) if any Defaulting Bank’s Pro Rata Share of the L/C Obligations is neither cash collateralized nor reallocated pursuant to Section 2.16(e)(i), then, without prejudice to any rights or remedies of the Letter of Credit Issuer or any Bank hereunder, all payments due letter of credit fees payable under this Agreement with respect to such Defaulting Bank’s Pro Rata Share of the L/C Obligations shall be payable to the Issuing Banks until such Pro Rata Share of the L/C Obligations is Cash Collateralized, reallocated, or repaid in full. (f) So long as any Bank is a Defaulting Bank, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit and the Swing Line Bank shall not be required to fund any Swing Line Loans, unless it from each Borroweris satisfied that the related exposure will be 100% covered by the Revolving Commitment of the Non-Defaulting Banks and/or cash collateral will be provided by Defaulting Bank or the Co-Borrowers in accordance with Section 3.07, if so required, and participating interests in any such newly issued or increased Letter of Credit or Swing Line Loan, as applicable, shall be allocated among the Non-Defaulting Banks in a manner consistent with Section 3.03 (and the Defaulting Banks shall not participate therein). (g) Any amount payable to such Defaulting Bank hereunder (whether on account of outstanding Loansprincipal, interest interest, fees or otherwise otherwise) shall, in respect lieu of being distributed to such Borrower Defaulting Bank, be retained by the Agent in each case arising under this Agreement or the Loan Documentsa segregated account and subject to any applicable requirements of law, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: be applied (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Issuing Banks and the Swing Line Lenders hereunder in respect of such Borrower, Bank hereunder, (iii) third, to the funding of cash collateralization of any participating interest in any Letter of Credit or Swing Line Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, , the Issuing Bank or the Swing Line Bank with the amount so funded reducing the amount the Co-Borrowers were required to Cash Collateralize pursuant to Section 2.16(e)(ii), (iv) fourth, if so determined by the Administrative Agent Agent, the Issuing Bank, the Swing Line Bank and the applicable BorrowerCo-Borrowers, held in a non-interest bearing such account as cash collateral for future funding obligations of the any Defaulting Bank under this Agreement in respect of such Borrower, Agreement, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower the Co-Borrowers or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower the Co-Borrowers or Banks any Bank against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage , provided that if such payment is a prepayment of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal Loans or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during reimbursement obligations in respect of L/C Advances or Swing Line Loans which that Bank is a Defaulting Bank (and no Borrower has funded in accordance with its participation obligations, such payment shall be required applied solely to pay any such fee that otherwise would have been paid to prepay the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) Loans of, and reimbursement obligations owed to, all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required pro rata prior to lend in excess being applied to the prepayment of its Commitment; (ii) if the reallocation described in clause (i) above cannotany Loans, or can only partiallyreimbursement obligations owed to, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (eh) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers Co-Borrowers, the Issuing Bank and the Swing Line Lenders Bank each agrees agree that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Pro Rata Share of the L/C Obligations and Swing Line Advances Loans of the Banks shall be readjusted to reflect the inclusion of such Bank’s Revolving Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; Pro Rata Share as though it were not a Defaulting Bank. (i) No Swap Contract entered into by a Swap Bank shall benefit from the security package provided that no adjustments will be made retroactively with respect to fees accrued by the Security Documents, if at the time such Swap Contract was entered, such Swap Bank (or payments made by or on behalf of the Borrowers while that Bank its Affiliate) was a Defaulting Bank; and provided, further, that except . (j) Notwithstanding anything to the extent otherwise expressly agreed by contrary herein, the affected parties, no change hereunder from Revolving Commitment of such Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayedincluded for purposes of determining the “Majority Banks”.

Defaulting Bank. Notwithstanding any other provision of in this Agreement to the contrary, if at any time a Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such any Bank is a Defaulting Bank: (a) A Until such time as the Defaulting Bank shall ceases to be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising a Bank under this Agreement or the Loan DocumentsAgreement, it will retain its Committed Line Portion and will remain subject to the Administrative Agent and the remaining non-Defaulting Banks for application all of its obligations as follows: (i) firsta Bank hereunder, to the payment of any amounts owing by although it will be presumed that such Defaulting Bank will fail to the Administrative Agent hereunder in respect of such Borrower, (ii) secondsatisfy any funding obligation and, pro rataaccordingly, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed all other Banks hereby agree to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent Loans and the applicable Borrower, held Letters of Credit in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdictionaccordance with their respective Pro Rata Adjusted Advance Shares. (b) The Commitment Percentage of such A Defaulting Bank shall not may cease to be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, a Defaulting Bank (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent as specified in the second sentence of the definition thereof, and (ii) to the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to extent such Defaulting Bank without makes such purchases and/or Loans and/or accepts such L/C Obligations as are required to make the Committed Percentage of each Bank, after giving effect to all such purchases and new Loans and any amounts received by any Bank pursuant to Section 2.11(a)(i), equal to such Bank’s Effective Amount Percentage; provided that if there is more than one Defaulting Bank at such time, the Committed Percentage and the Effective Amount Percentage of the Non-Defaulting Banks (including any Defaulting Bank that after giving effect to the required purchases of Loans and acceptances of L/C Obligations, would cease to be a Defaulting Bank’s consent) shall be calculated using the aggregate Committed Line Portions and Effective Amounts of only such Non-Defaulting Banks in the denominators of the Committed Percentage and Effective Amount Percentage calculations (in lieu of the Total Committed Line Portions and the Effective Amount of all Banks). Each Bank agrees to sell to and/or purchase from the Defaulting Bank or such other Banks, such Effective Amounts as may be required to effect clause (ii) above. (c) No Defaulting SPT Contract entered into by an SPT Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to benefit from the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower security package provided by the Security Documents, if at the time such SPT Contract was entered, such SPT Bank becomes a Defaulting Bank then: (ior its Affiliate) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Defaulting Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower▇▇▇▇▇▇▇▇, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower▇▇▇▇▇▇▇▇, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage, Tranche A Commitment Percentage, and/or Tranche B Commitment Percentage of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Defaulting Bank. Notwithstanding any provision of this Agreement Subject to the contrarySection 2.13.2, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Defaulting Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreementthat, as reasonably determined by the Administrative Agent, , (iva) fourthhas failed to perform any of its funding obligations hereunder, if so determined including in respect of its Loans or participations in respect of Swing Loans, within three Business Days of the date required to be funded by it hereunder, unless such Bank notifies the Administrative Agent and the applicable Borrower, held Borrower in a non-interest bearing account as cash collateral for future funding obligations of writing that such failure is the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach determination that one or more conditions precedent to funding (each of its obligations under this Agreement which conditions precedent, together with any applicable default, shall be specifically identified in respect of such Borrowerwriting) has not been satisfied, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage has notified either Borrower, or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Bank’s obligation to fund a Loan hereunder and states that such position is based on such Bank’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative Agent acting in good faith, to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its funding obligations hereunder, provided that such Bank shall cease to be a Defaulting Bank upon receipt of such Defaulting confirmation by the Administrative Agent, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any debtor relief law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay solely by virtue of the ownership or acquisition of any such fee equity interest in that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentagesdirect or indirect parent company thereof by a Government Authority, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless ownership interest does not result in or provide such Swing Line Lender shall have entered into arrangements Bank with immunity from the applicable Borrower jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Bank (or such Bankgovernmental authority or instrumentality) to reject, satisfactory to repudiate, disavow or disaffirm any contracts or agreements made with such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayedPerson.

Defaulting Bank. Notwithstanding Subject to §5.14, any provision Bank that (a) has failed to (i) perform all or any portion of this Agreement its funding obligations hereunder, including in respect of Loans or participations in respect of Letters of Credit or Swing Line Loans within three Business Days of the date required to be funded by it hereunder unless such Bank notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Bank’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Administrative Agent, any Issuing Bank, the Swing Line Bank or any other Bank any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within three Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Bank that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements generally in which it commits to extend credit (unless such writing or public statement relates to such Bank’s obligation to fund a Loan hereunder and states that such position is based on such Bank’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in writing to the contrary, if any Administrative Agent that it will comply with its funding obligations (provided that such Bank becomes shall cease to be a Defaulting BankBank pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent), then or (d) has, or has a direct or indirect parent company that has, (i) become the following provisions subject of a proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Bank shall apply for not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in that Bank or any direct or indirect parent company thereof by a governmental agency so long as such ownership interest does not result in or provide such Bank with immunity from the jurisdiction of courts within the United States or from enforcement of judgments or writs of attachment on its assets or permit such Bank (or governmental agency) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Bank. Any determination by the Administrative Agent that a Bank is a Defaulting Bank: Bank under clauses (a) A Defaulting through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such be a Defaulting Bank (subject to §5.14) as of the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined date established therefor by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect written notice of such Borrower, (v) fifthdetermination, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank which shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice delivered by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable lawthe Borrower, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting each Issuing Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders Bank and each agrees that a Defaulting Bank has adequately remedied all matters that caused promptly following such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayeddetermination.

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Defaulting Bank fees, if applicable, shall be deemed cease to have assigned any and all payments due to it from each Borrower, whether accrue on account the unfunded portion of outstanding Loans, interest or otherwise in respect the Commitment of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank pursuant to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction.Section 2.7; (b) The the Commitment Percentage and Loans of such Defaulting Bank shall not be included in determining whether the Required Banks or Super Majority Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.59.5); provided, that this clause (ib) shall not apply to the vote of a Defaulting Bank in the case of an amendment, waiver or other modification requiring the consent of such Bank or each Bank affected thereby; (c) the Borrower may, at its sole expense and effort, upon notice to such Defaulting Bank and the Administrative Agent, require such Defaulting Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.6), all its available Commitment, if any, under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld; provided further that nothing contained in this clause (c) shall affect the obligations due to such Defaulting Bank; and (d) the Administrative Agent may, in its sole discretion (notwithstanding any contrary provision of this Agreement), apply any amounts thereafter received by it from any Covered Party for the account of such Defaulting Bank to satisfy such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to obligations hereunder until all such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances unsatisfied obligations are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunderfully paid. In the event that the Administrative Agent, the Borrowers Agent and the Swing Line Lenders Borrower each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayedPro Rata Share.

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes (a) Remedies Against a Defaulting Bank. In addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or applicable law, then the following provisions shall apply for so long as such if at any time a Bank is a Defaulting Bank such Defaulting Bank: (a) A Defaulting Bank shall be deemed 's right to have assigned any and all payments due to it from each Borrower, whether on account participate in the administration of outstanding the Revolving Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Majority Banks, shall be suspended while such Bank remains a Defaulting Bank. If a Bank is a Defaulting Bank because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the remaining non-Defaulting Banks for application as follows: Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) first, to the payment of any amounts owing by collect interest from such Defaulting Bank to on such delinquent payment for the Administrative Agent hereunder in respect of such Borrower, period from the date on which the payment was due until the date on which the payment is made at the overnight Federal Funds Rate, (ii) secondto withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, pro rata, to the payment of any amounts owing by otherwise payable to such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement or any other Loan Document until such defaulted payment and related interest has been paid in respect of full and such Borrower, default no longer exists and (viii) fifth, pro rata, to the payment of any amounts owing to bring an action or suit against such Borrower or the non-Defaulting Banks as a result of any judgment of Bank in a court of competent jurisdiction obtained to recover the defaulted amount and any related interest. Any amounts received by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement the Agent in respect of such Borrower, and (vi) sixth, a Defaulting Bank's Revolving Loans shall not be paid to such Defaulting Bank or as otherwise directed and shall be held uninvested by a court the Agent and either applied against the purchase price of competent jurisdiction. such Loans under the following subsection (b) The Commitment Percentage or paid to such Defaulting Bank upon the default of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consentbeing cured. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Defaulting Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment;; and (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances Loans made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line AdvanceLoan, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance Loan shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). . (f) If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no the Swing Line Lender shall not be required to fund any Swing Line AdvanceLoan, unless such the Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such the Swing Line Lender to defease any risk to it in respect of such Bank hereunder. . (g) In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. . (h) Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Defaulting Bank. (a) Notwithstanding anything to the contrary contained herein, in the event any provision Bank (x) has refused (which refusal constitutes a breach by such Bank of its obligations under this Agreement) to make available its portion of any Loan or (y) notifies either Agent or Borrower that it does not intend to make available its portion of any Loan (if the actual refusal would constitute a breach by such Bank of its obligations under this Agreement) (each, a “Bank Default”), all rights and obligations hereunder of such Bank (a “Defaulting Bank”) as to which a Bank Default is in effect and of the other parties hereto shall be modified to the extent of the express provisions of this Agreement Section 2.16 while such Bank Default remains in effect. (b) Loans shall be incurred pro rata from Banks (the “Non-Defaulting Banks”) which are not Defaulting Banks based on their respective Pro Rata Share of the Revolving Credit Commitment, and no Pro Rata Share of the Revolving Credit Commitment of any Bank or any Pro Rata Share of any Loans required to be advanced by any Bank shall be increased as a result of such Bank Default. Amounts received in respect of principal of any type of Loans shall be applied to reduce the applicable Loans of each Bank (other than any Defaulting Bank) pro rata based on the aggregate of the outstanding Loans of that type of all Banks at the time of such application; provided that Agent shall not be obligated to transfer to a Defaulting Bank any payments received by Agent for the Defaulting Bank’s benefit, nor shall a Defaulting Bank be entitled to the contrarysharing of any payments hereunder (including any principal, if any Bank becomes interest or fees). Amounts payable to a Defaulting BankBank shall instead be paid to or retained by Agent. Agent may hold and, then in its discretion, re-lend to Borrower the following provisions shall apply amount of such payments received or retained by it for so long as the account of such Bank is a Defaulting Bank:. (ac) A Defaulting Bank shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Bank and, for purposes of the definition of “Required Banks”, a Defaulting Bank shall be deemed not to be a Bank and not to have either Loans outstanding or a Revolving Credit Commitment. (d) If there are Letter of Credit Obligations outstanding at the time a Bank becomes a Defaulting Bank then the Borrower shall within five (5) Banking Days following notice by the Agent, cash collateralize such Defaulting Lender’s Pro Rata Share of the Letter of Credit Obligations until (i) such Letter of Credit Obligations cease to be outstanding, (ii) such Bank ceases to be a Defaulting Bank, or (iii) such Defaulting Bank assigns its Pro Rata Share of such Letter of Credit Obligations to one or more Banks or other assignees pursuant to Section 14.04, whichever shall first occur. (e) Other than as expressly set forth in this Section 2.16, the rights and obligations of a Defaulting Bank (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.16 shall be deemed to have assigned release any and all payments due to it Defaulting Bank from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising its obligations under this Agreement or and the other Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application shall alter such obligations, shall operate as follows: (i) first, to the payment a waiver of any amounts owing default by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, (ii) secondhereunder, pro rata, to the payment of or shall prejudice any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of rights which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Agent or any Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of may have against any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to any default by such Defaulting Bank or as otherwise directed by a court of competent jurisdictionhereunder. (bf) The Commitment Percentage of such Defaulting Bank shall not be included in determining whether In the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is event a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid retroactively cures to the Defaulting Bank). (d) If any Swing Line Advances are outstanding satisfaction of Agent the breach which caused a Bank to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall longer be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks and shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such treated as a Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayedunder this Agreement.

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Defaulting Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s 's breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction.. ACTIVE 255598135 (b) The Commitment Percentage of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, , (i) such Defaulting Bank’s 's Commitment may not be increased or extended without its consent and and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s 's consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s 's increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s 's Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s 's having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Defaulting Bank. Notwithstanding any provision of this Agreement Subject to the contrary§2.16(b), if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Defaulting Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreementthat, as reasonably determined by the Administrative Agent, (iv) fourth, if so determined in good faith by the Administrative Agent and the any other applicable BorrowerAgent, held in a non-interest bearing account as cash collateral for future (a) has failed to perform any of its funding obligations of the Defaulting Bank under this Agreement hereunder, including in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower its Loans or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement participations in respect of such BorrowerLetters of Credit or Swing Line Loans, and (vi) sixthwithin three Business Days of the date required to be funded by it hereunder, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage has notified any Borrower, or any Agent or any Bank that it does not intend to comply with its funding obligations hereunder or has made a public statement to that effect with respect to its funding obligations hereunder or has defaulted in fulfilling its obligation under other credit agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the applicable Agent, to confirm in a manner reasonably satisfactory to such Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that controls it that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such Defaulting proceeding or appointment; provided that a Bank shall not be included a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in determining whether the Required Banks have taken that Bank or may take any action hereunder direct or indirect parent company thereof by a Governmental Authority or instrumentality thereof. Derivatives Obligations. With respect to any Person, all obligations of such Person in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, total rate of return swap, credit default swap, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any consent option with respect to any amendmentof the foregoing transactions) or any combination of the foregoing transactions. For purposes of §9.1 and §13.1(f) hereof, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment “aggregate amount” of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank Derivatives Obligations at any time shall be entitled to receive the maximum amount of any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be termination or loss payment required to pay any be paid by Ryder and/or its Subsidiaries if such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower Derivatives Obligations were, at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall determination hereunder, to be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice terminated by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release reason of any claim event of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bankdefault or early termination event thereunder, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall whether or not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower of default or such Bank, satisfactory to such Swing Line Lender to defease any risk to it early termination event has in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayedfact occurred.

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: : (a) A Defaulting Bank fees shall be deemed cease to have assigned any and all payments due to it from each Borrower, whether accrue on account the unfunded portion of outstanding Loans, interest or otherwise in respect the Revolving Commitment of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank pursuant to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. Section 2.8(a); (b) The the Commitment Percentage and Loans of such Defaulting Bank shall not be included in determining whether the Required Banks or Super Majority Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.59.5); provided, that this clause (ib) shall not apply to the vote of a Defaulting Bank in the case of an amendment, waiver or other modification requiring the consent of such Bank or each Bank affected thereby; (c) the Borrower may, at its sole expense and effort, upon notice to such Defaulting Bank and the Administrative Agent, require such Defaulting Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.6), all its Available Commitments under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld; provided further that nothing contained in this clause (c) shall affect the obligations due to such Defaulting Bank; and (d) the Administrative Agent may, in its sole discretion (notwithstanding any contrary provision of this Agreement), apply any amounts thereafter received by it from any Covered Party for the account of such Defaulting Bank to satisfy such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to obligations hereunder until all such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances unsatisfied obligations are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunderfully paid. In the event that the Administrative Agent, the Borrowers Agent and the Swing Line Lenders Borrower each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayedPro Rata Share.

Defaulting Bank. Notwithstanding any provision of this Agreement Subject to the contrarySection 2.13.2, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Defaulting Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreementthat, as reasonably determined by the Administrative Agent, , (iva) fourthhas failed to perform any of its funding obligations hereunder, if so determined including in respect of its Loans or participations in respect of Swing Loans, within three Business Days of the date required to be funded by it hereunder, unless such Bank notifies the Administrative Agent and the applicable Borrower, held Borrower in a non-interest bearing account as cash collateral for future funding obligations of writing that such failure is the Defaulting Bank under this Agreement in respect result of such Borrower, Bank’s determination that one or more conditions precedent to funding (veach of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) fifthhas not been satisfied, pro rata, to the payment of any amounts owing to such (b) has notified either Borrower or the non-Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Bank’s obligation to fund a Loan hereunder and states that such position is based on such Bank’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative Agent acting in good faith, to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its funding obligations hereunder, provided that such Bank shall cease to be a Defaulting Banks as Bank upon receipt of such confirmation by the Administrative Agent, or (d) has, or has a result of any judgment direct or indirect parent company that has, (i) become the subject of a court proceeding under any debtor relief law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of competent jurisdiction obtained by such Borrower creditors or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach similar Person charged with reorganization or liquidation of its obligations under this Agreement business or a custodian appointed for it, (iii) taken any action in respect furtherance of, or indicated its consent to, approval of or acquiescence in any such Borrower, and proceeding or appointment or (viiv) sixth, to such Defaulting Bank or as otherwise directed by become the subject of a court of competent jurisdiction. (b) The Commitment Percentage of such Defaulting Bail-In Action; provided that a Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay solely by virtue of the ownership or acquisition of any such fee equity interest in that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentagesdirect or indirect parent company thereof by a Government Authority, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless ownership interest does not result in or provide such Swing Line Lender shall have entered into arrangements Bank with immunity from the applicable Borrower jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Bank (or such Bankgovernmental authority or instrumentality) to reject, satisfactory to repudiate, disavow or disaffirm any contracts or agreements made with such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayedPerson.

Defaulting Bank. Notwithstanding any other provision of in this Agreement to the contrary, if at any time a Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such any Bank is a Defaulting Bank:. (a) A Until such time as the Defaulting Bank shall ceases to be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising a Bank under this Agreement or the Loan DocumentsAgreement, it will retain its Committed Line Portion and will remain subject to the Administrative Agent and the remaining non-Defaulting Banks for application all of its obligations as follows: (i) firsta Bank hereunder, to the payment of any amounts owing by although it will be presumed that such Defaulting Bank will fail to the Administrative Agent hereunder in respect of such Borrower, (ii) secondsatisfy any funding obligation and, pro rataaccordingly, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed all other Banks hereby agree to fund its portion thereof as required by this Agreement, as determined by Loans and Letters of Credit in accordance with the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent terms hereof and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdictiontheir respective Pro Rata Adjusted Shares. (b) The Commitment Percentage of such A Defaulting Bank shall not may cease to be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, a Defaulting Bank (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent as specified in the second sentence of the definition thereof, and (ii) to the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to extent such Defaulting Bank without makes such purchases and/or Loans and/or accepts such L/C Obligations as are required to make the Pro Rata Adjusted Share of each Bank of the Effective Amount, after giving effect to all such purchases and new Loans and any amounts received by any Bank pursuant to Section 2.10(a)(i), equal to such Bank’s Pro Rata Advance Share of such Effective Amount; provided that if there is more than one Defaulting Bank at such time, the Pro Rata Advance Share of the Non-Defaulting Banks (including any Defaulting Bank that after giving effect to the required purchases of Loans and acceptances of L/C Obligations, would cease to be a Defaulting Bank’s consent) shall be calculated using the aggregate Committed Line Portions of only such Non-Defaulting Banks in the denominators of the Pro Rata Advance Share calculation (in lieu of the Committed Line Portions of all Banks). Each Bank agrees to sell to the Defaulting Bank, such Effective Amounts as may be required to effect clause (ii) above. (c) No A Defaulting Bank that is a Swap Bank which has closed out Swap Contracts with the Borrower after it has become a Defaulting Bank shall only be entitled to receive any commitment fee for any period during which that Bank is sharing of amounts pursuant to the Intercreditor Agreement with respect to such Swap Contracts closed out after it has become a Defaulting Bank (and no Borrower shall be required to pay notwithstanding any such fee that otherwise would have been paid other provision to the Defaulting Bank)contrary herein. (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Defaulting Bank. Notwithstanding Subject to §5.14, any provision Bank that (a) has failed to (i) perform all or any portion of this Agreement its funding obligations hereunder, including in respect of Loans or participations in respect of Letters of Credit or Swing Line Loans within three Business Days of the date required to be funded by it hereunder unless such Bank notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Bank’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Administrative Agent, any Issuing Bank, the Swing Line Bank or any other Bank any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within three Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Bank that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements generally in which it commits to extend credit (unless such writing or public statement relates to such Bank’s obligation to fund a Loan hereunder and states that such position is based on such Bank’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in writing to the contrary, if any Administrative Agent that it will comply with its funding obligations (provided that such Bank becomes shall cease to be a Defaulting BankBank pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent), then or (d) has, or has a direct or indirect parent company that has, (i) become the following provisions subject of a proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Bank shall apply for not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in that Bank or any direct or indirect parent company thereof by a governmental agency so long as such ownership interest does not result in or provide such Bank with immunity from the jurisdiction of courts within the United States or from enforcement of judgments or writs of attachment on its assets or permit such Bank (or governmental agency) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Bank. Any determination by the Administrative Agent that a Bank is a Defaulting Bank: Bank under clauses (a) A Defaulting through (d) above shall be conclusive and binding absent manifest error, and such Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required subject to pay any §5.14) upon delivery of written notice of such fee that otherwise would have been paid determination to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effectedBorrower, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Issuing Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders Bank and each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Defaulting Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment;, and provided, further, that (a) any Tranche A Swing Line Advances shall only be reallocated among the Tranche A Banks and (b) any Tranche B Swing Line Advances shall only be reallocated among the Tranche B Banks. (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Tranche A Swing Line Lender (if such Bank is a Tranche A Bank) and no Tranche B Swing Line Lender (if such Bank is a Tranche B Bank) shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i7.5(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers any Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Defaulting Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). . (f) If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no the Swing Line Lender shall not be required to fund any Swing Line Advance, unless such the Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such the Swing Line Lender to defease any risk to it in respect of such Bank hereunder. . (g) In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. . (h) Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Any amount payable to such Defaulting Bank shall be deemed to have assigned any and all payments due to it from each Borrower, hereunder (whether on account of outstanding Loansprincipal, interest interest, fees or otherwise, and including any amount that would otherwise be payable to such Defaulting Bank pursuant to Section 2.9, Section 2.10, Section 3.4 and Section 9.1), except excluding Subsection 2.1(e) and Section 9.6, shall, in respect lieu of being distributed to such Borrower Defaulting Bank, be retained by the Agent in each case arising under this Agreement a segregated account and be applied at such time or times as may be determined by the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, Issuing Bank hereunder, (iii) third, to the funding of any Advance under the Loan or the funding or cash collateralization of any participating interest in respect any letter of such Borrower credit in respect of which such Defaulting Bank has failed to fund its reimbursement portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing such account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, Agreement, (v) ), fifth, pro rata, to the payment of any amounts owing to such the Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such the Borrower or Banks any Bank against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such BorrowerAgreement, and and (vi) ), sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a prepayment of the principal amount of the Loan or is a reimbursement payment in respect of payments under any letter of credit in either case which a Defaulting Bank has not funded its participation obligations, the Defaulting Bank shall be subordinated and such payment shall be applied solely to prepay the Outstandings of (including the Advances of and the letter of credit reimbursement obligations owed to) all non-Defaulting Banks pro rata before being applied to the prepayment of any Outstandings of (whether Advances by or letter of credit reimbursement obligations owed to) any Defaulting Bank, until all Advances and all letter of credit reimbursements of which the Defaulting Bank did not fund its portion are paid and the Loan is reduced to the level at which the Defaulting Bank had ceased to fund. (b) The Fees shall cease to accrue on the unfunded portion of the Commitment Percentage of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5Subsection 2.5(b); provided. Further, (ia Borrowing Base redetermination fee under Subsection 2.5(e) shall cease to be owing to such Defaulting Bank’s Commitment may not . Letter of credit fees under Subsection 2.5(c) shall be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed handled as to such Defaulting Bank without such Defaulting Bank’s consentprovided in Subsection 2.15(c). (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower Letter of Credit Usage exists at the time such a Bank becomes a Defaulting Bank Bank, then, if the conditions set forth in Section 7.4 are satisfied at such time: (i) all or any part The Letter of the outstanding Swing Line Advances Credit Usage shall be reallocated among the non-Defaulting Banks Banks, after disregarding the Defaulting Bank’s Commitment, in accordance proportion with their respective Commitments, but only to the extent that the sum of all non-Defaulting Banks’ portions of funded Advances and Letter of Credit Usage does not exceed the total of all the non-Defaulting Banks’ portions of the Commitment Percentages, provided that no Bank shall be required to lend in excess of its CommitmentLimit; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable the Borrower shall within three one (31) Business Days Day following notice by the Administrative Agent without prejudice cash collateralize such Defaulting Bank’s portion of the Letter of Credit Usage (after giving effect to any right or remedy available partial reallocation described in clause (i) above), with such cash to be held by the Agent as collateral for the payment of such applicable Borrower hereunder and under applicable lawletters of credit, prepay for such outstanding Swing Line Advances made to long as such Borrower; andLetter of Credit Usage is outstanding; (iii) subject If the Borrower cash collateralizes any portion of such Defaulting Bank’s Letter of Credit Usage pursuant to Section 8.14this Subsection 2.15(c), no reallocation hereunder the Borrower shall constitute a waiver or release not be required to pay any letter of any claim of any party hereunder against a credit fees to such Defaulting Bank arising from that Bank having become a pursuant to Subsection 2.1)(g) with respect to such Defaulting Bank’s portion of the Letter of Credit Usage during the period such Defaulting Bank’s portion of the Letter of Credit Usage is cash collateralized, including any claim and further the Agent and the Borrower may determine under Subsection 2.15(a) to release monies deposited by Borrower in so cash collateralizing to the extent replaced by funds payable to the Defaulting Bank; (iv) If the reallocation described in clause (i) above is made, then the letter of a non-Defaulting Bank as a result of credit fees payable to the Banks pursuant to Subsection 2.1(g) shall be adjusted in accordance with such non-Defaulting Bank’s increased exposure following such reallocation.Commitments (disregarding any Defaulting Bank’s Commitment); (ev) If any Defaulting Bank’s portion of the Letter of Credit Usage is neither cash collateralized nor reallocated pursuant to this Subsection 2.15(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Bank hereunder, the Issuing Bank shall instead be paid the letter of credit fees that would have been payable to the Defaulting Lender, and the Issuing Bank shall have the right to payments under Subsection 2.15(a)(ii) above; and (vi) So long as such any Bank is a Defaulting Bank, no Swing Line Lender the Issuing Bank shall not be required to fund issue, amend or increase any Swing Line Advance, unless, in each case, Letter of Credit unless it is satisfied that the related exposure will be 100% covered by the Commitments of the nonNon-Defaulting BanksBanks or cash collateral will be provided by the Borrower in accordance with this Subsection 2.15(c), and participating interests in any such newly made Swing Line Advance issued or increased letter of credit shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(iSubsection 2.15(c)(i) (and Defaulting Banks shall not participate therein). (d) The Commitment of such Defaulting Bank shall not participate thereinbe included in determining whether all Banks or the Required Banks have voted or taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.4). If a Bankruptcy Event , provided that any waiver, amendment or a Bail-In Action with respect to a modification requiring the consent of all Banks or each affected Bank Parent in either case which affects such Defaulting Bank differently than other affected Banks, or an increase in the Commitment of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Defaulting Bank, satisfactory shall require the consent of such Defaulting Bank. (e) The Borrower, the Agent or any other Bank may, upon notice to such Swing Line Lender Defaulting Bank and the Agent, require such Defaulting Bank to defease any risk sell all of its interests, rights and obligations under this Agreement and the Note held by it to it another Bank or bank in respect of accordance with and subject to the restrictions contained in Section 9.6 hereof, provided such Bank hereunder. a willing, qualified assignee is identified by the requesting party. (f) In the event that the Administrative Agent, the Borrowers Borrower and the Swing Line Lenders Issuing Bank each agrees that a Defaulting Bank has adequately remedied all matters that caused cause such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks Outstandings shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans Advances of the other Banks and participations in the letters of credit issued by the Issuing Bank as the Administrative Agent shall may determine may be necessary in order for such Bank to hold such Loans its portion of the Loan in accordance with its pro rata portion of its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf the total Commitments. 1.9 Section 2.9 of the Borrowers while that Bank was a Defaulting Bank; and providedLoan Agreement is amended to add the following sentence at the end of such Section, further, that except such new sentence to read in its entirety as follows: Notwithstanding any provision of this Section 2.9 to the extent otherwise expressly agreed by the affected partiescontrary, no change hereunder from Defaulting if any Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be becomes a Defaulting Bank, then the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.provisions of

Defaulting Bank. Notwithstanding any other provision of in this Agreement to the contrary, if at any time a Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such any Bank is a Defaulting Bank: (a) A Until such time as the Defaulting Bank shall ceases to be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising a Bank under this Agreement or the Loan DocumentsAgreement, it will retain its Commitment and will remain subject to the Administrative Agent and the remaining non-Defaulting Banks for application all of its obligations as follows: (i) firsta Bank hereunder, to the payment of any amounts owing by although it will be presumed that such Defaulting Bank will fail to the Administrative Agent hereunder in respect of such Borrower, (ii) secondsatisfy any funding obligation and, pro rataaccordingly, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed all other Banks hereby agree to fund its portion thereof as required by this Agreement, as determined by L/C Borrowings in accordance with the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent terms hereof and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdictiontheir respective Pro Rata Adjusted Percentage. (b) The Commitment Percentage Fees under Section 2.11 shall cease to accrue on that portion of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may that remains unfunded or which has not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of been included in any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent.L/C Obligations; (c) No A Defaulting Bank shall may cease to be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to as specified in the Defaulting Bank)definition thereof. (d) If At any Swing Line Advances are outstanding time during a Default Period, the Agent may and upon the direction of the Majority Banks shall, upon three (3) Business Days prior notice to the applicable Defaulting Bank (so long as such Default Period remains in effect at the end of such notice period), require such Defaulting Bank to assign all right, title and interest that it may have in all Loans and any other Obligations of the Co-Borrowers under this Agreement and the Loan Documents to another Bank (if another Bank will consent to purchase such right, title and interest) or another financial institution in accordance with Section 10.07 of this Agreement, if such financial institution can be found by the Co-Borrowers, for a purchase price equal to 100% of the principal amount of such Loans and any other Obligations plus the amount of any interest and fees accrued and owing to such Defaulting Bank as of the date of such assignment. (e) with respect to any Borrower L/C Obligation that exists at the time such a Bank becomes a Defaulting Bank thenor thereafter: (i) all or any part of such Defaulting Bank’s Pro Rata Share of the outstanding Swing Line Advances L/C Obligations shall be reallocated among the nonNon-Defaulting Banks in accordance with their respective Pro Rata Adjusted Percentage but only to the extent (x) the sum of all of the Effective Amounts of the Non-Defaulting Banks plus such Defaulting Bank’s Pro Rata Share of the L/C Obligations does not exceed the Total Available Commitments, (y) any Non-Defaulting Bank’s Effective Amount plus such Non-Defaulting Bank’s Pro Rata Adjusted Percentage of such Defaulting Bank’s Pro Rata Share of the L/C Obligations does not exceed such Non-Defaulting Bank’s Commitment Percentages, provided that no Bank shall be required to lend and (z) the conditions set forth in excess Section 5.02 of its Commitmentthis Agreement are satisfied at such time; (ii) if the reallocation described in clause (i) above cannot, or can only partially, partially be effected, each applicable Borrower then the Co-Borrowers shall within three two (32) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to Cash Collateralize such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments Pro Rata Share of the non-Defaulting BanksL/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the terms of this Agreement, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with including without limitation Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and 3.07, for so long as such event L/C Obligation is outstanding; (iii) if the Co-Borrowers Cash Collateralize any portion of such Defaulting Bank’s Pro Rata Share of the L/C Obligations pursuant to this Section 2.17(e) and Section 3.07 then the Co-Borrowers shall continue, no Swing Line Lender shall not be required to fund pay any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with fees for the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect pro rata benefit of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank pursuant to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively Section 3.08 with respect to fees accrued or payments made by or on behalf such Defaulting Bank’s Pro Rata Share of the Borrowers while that Bank was a L/C Obligations during the period such Defaulting Bank’s Pro Rata Share of the L/C Obligations is Cash Collateralized; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from and (iv) if any Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent Pro Rata Share of the Borrowers, which consent shall not be unreasonably withheld or delayed.L/C Obligations is neither cash collateralized nor reallocated pursuant to Section 2.17

Defaulting Bank. Notwithstanding any other provision of in this Agreement to the contrary, if at any time a Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such any Bank is a Defaulting Bank: (a) Until such time as the Defaulting Bank ceases to be a Bank under this Agreement, it will retain its Working Capital Commitment and Revolving Commitment and will remain subject to all of its obligations as a Bank hereunder, although it will be presumed that such Defaulting Bank will fail to satisfy any funding obligation and, accordingly, all other Banks hereby agree to fund L/C Borrowings in accordance with the terms hereof and their respective Working Capital Pro Rata Adjusted Percentage. (b) The Fees under Section 2.11 shall cease to accrue on that portion of such Defaulting Bank’s Working Capital Commitment and Revolving Commitment that remains unfunded or which has not been included in any L/C Obligations; (c) A Defaulting Bank may cease to be a Defaulting Bank as specified in the definition thereof. (d) At any time during a Default Period, Agent may and upon the direction of the Majority Banks shall, upon three (3) Business Days prior notice to the applicable Defaulting Bank (so long as such Default Period remains in effect at the end of such notice period), require such Defaulting Bank to assign all right, title and interest that it may have in all Loans and any other Obligations of the Co-Borrowers under this Agreement and the Loan Documents to another Bank (if another Bank will consent to purchase such right, title and interest) or an Eligible Assignee in accordance with Section 10.07 of this Agreement, if such Eligible Assignee can be found by the Co-Borrowers, for a purchase price equal to 100% of the principal amount of such Loans and any other Obligations plus the amount of any interest and fees accrued and owing to such Defaulting Bank as of the date of such assignment. (e) with respect to any L/C Obligation that exists at the time a Bank becomes a Defaulting Bank or thereafter: (i) all or any part of such Defaulting Bank’s Pro Rata Share of the L/C Obligations shall be deemed reallocated among the Non-Defaulting Banks in accordance with their respective Working Capital Pro Rata Adjusted Percentage but only to have assigned the extent (x) the sum of all of the Effective Amounts of the Non-Defaulting Banks plus such Defaulting Bank’s Pro Rata Share of the L/C Obligations does not exceed the Total Available Working Capital Commitment, (y) any Non-Defaulting Bank’s Effective Amount plus such Non-Defaulting Bank’s Working Capital Pro Rata Adjusted Percentage of such Defaulting Bank’s Working Capital Pro Rata Percentage of the L/C Obligations does not exceed such Non-Defaulting Bank’s Working Capital Commitment and (z) the conditions set forth in Section 5.02 of this Agreement are satisfied at such time; (ii) if the reallocation described in clause (i) above cannot, or can only partially be effected, then the Co-Borrowers shall within two (2) Business Days following notice by the Agent Cash Collateralize such Defaulting Bank’s Pro Rata Share of the L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the terms of this Agreement, including without limitation Section 3.07, for so long as such L/C Obligation is outstanding; (iii) if the Co-Borrowers Cash Collateralize any portion of such Defaulting Bank’s Pro Rata Share of the L/C Obligations pursuant to this Section 2.17(e) and Section 3.07 then the Co-Borrowers shall not be required to pay any fees for the pro rata benefit of such Defaulting Bank pursuant to Section 3.08 with respect to such Defaulting Bank’s Pro Rata Share of the L/C Obligations during the period such Defaulting Bank’s Pro Rata Share of the L/C Obligations is Cash Collateralized; and (iv) if any Defaulting Bank’s Pro Rata Share of the L/C Obligations is neither cash collateralized nor reallocated pursuant to Section 2.17(e)(i), then, without prejudice to any rights or remedies of the Letter of Credit Issuer or any Bank hereunder, all payments due letter of credit fees payable under this Agreement with respect to such Defaulting Bank’s Pro Rata Share of the L/C Obligations shall be payable to the Issuing Banks until such Pro Rata Share of the L/C Obligations is Cash Collateralized, reallocated, or repaid in full. (f) So long as any Bank is a Defaulting Bank, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it from each Borroweris satisfied that the related exposure will be 100% covered by the Working Capital Commitment of the Non-Defaulting Banks and/or cash collateral will be provided by Defaulting Bank or the Co-Borrowers in accordance with Section 3.07, if so required, and participating interests in any such newly issued or increased Letter of Credit shall be allocated among the Non-Defaulting Banks in a manner consistent with Section 3.03 (and the Defaulting Banks shall not participate therein). (g) Any amount payable to such Defaulting Bank hereunder (whether on account of outstanding Loansprincipal, interest interest, fees or otherwise otherwise) shall, in respect lieu of being distributed to such Borrower Defaulting Bank, be retained by the Agent in each case arising under this Agreement or the Loan Documentsa segregated account and subject to any applicable requirements of law, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: be applied (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, Issuing Banks hereunder, (iii) third, to the funding of cash collateralization of any Loan participating interest in respect any Letter of such Borrower Credit in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, Agent or the Issuing Bank with the amount so funded reducing the amount the Co-Borrowers were required to Cash Collateralize pursuant to Section 2.17(e)(ii), (iv) fourth, if so determined by the Administrative Agent Agent, the Issuing Bank and the applicable BorrowerCo-Borrowers, held in a non-interest bearing such account as cash collateral for future funding obligations of the any Defaulting Bank under this Agreement in respect of such Borrower, Agreement, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower the Co-Borrowers or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower the Co-Borrowers or Banks any Bank against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage , provided that if such payment is a prepayment of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal Loans or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during reimbursement obligations in respect of L/C Advances which that Bank is a Defaulting Bank (and no Borrower has funded in accordance with its participation obligations, such payment shall be required applied solely to pay any such fee that otherwise would have been paid to prepay the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) Loans of, and reimbursement obligations owed to, all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required pro rata prior to lend in excess being applied to the prepayment of its Commitment; (ii) if the reallocation described in clause (i) above cannotany Loans, or can only partiallyreimbursement obligations owed to, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (eh) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Co-Borrowers and the Swing Line Lenders Issuing Bank each agrees agree that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances Pro Rata Share of the L/C Obligations of the Banks shall be readjusted to reflect the inclusion of such Bank’s Working Capital Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; Pro Rata Share as though it were not a Defaulting Bank. (i) No Swap Contract entered into by a Swap Bank shall benefit from the security package provided that no adjustments will be made retroactively with respect to fees accrued by the Security Documents, if at the time such Swap Contract was entered, such Swap Bank (or payments made by or on behalf of the Borrowers while that Bank its Affiliate) was a Defaulting Bank; and provided, further, that except . (j) Notwithstanding anything to the extent otherwise expressly agreed by contrary herein, the affected parties, no change hereunder from Working Capital Commitment and Revolving Commitment of such Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld included for purposes of determining the “Majority Banks,” the “Revolving Majority Banks” or delayedthe “Working Capital Majority Banks.”

Defaulting Bank. Notwithstanding Any Bank that, as reasonably determined by the Agent, (a) has failed to perform any provision of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans, within two (2) Business Days of the date required to be funded by it hereunder and such failure is continuing, unless such failure arises out of a good faith dispute between such Bank and either the Borrower or the Agent as to whether one or more conditions precedent to funding has been satisfied (each of which conditions precedent together with any applicable default shall be specifically identified in writing by such Bank), (b) has notified the Borrower, the Agent or any Bank that it does not intend to comply with its funding obligations hereunder unless with respect to this Agreement clause such failure is subject to a good faith dispute as to whether one or more conditions precedent to funding has been satisfied (each of which conditions precedent together with any applicable default shall be specifically identified in writing by such Bank), (c) has failed, within two (2) Business Days after request by the Agent, to confirm in a manner reasonably satisfactory to the contraryAgent that it will comply with its funding obligations; provided that, if any notwithstanding the provisions of §2.12, such Bank becomes shall cease to be a Defaulting BankBank upon the Agent’s receipt of confirmation that such Defaulting Bank will comply with its funding obligations, then or (d) has, or has a direct or indirect parent company that has, (i) become the following provisions subject of a proceeding under any bankruptcy, insolvency, reorganization, liquidation, conservatorship, assignment for the benefit of creditors, moratorium, receivership, rearrangement or similar debtor relief law of the United States or other applicable jurisdictions from time to time in effect, including any law for the appointment of the Federal Deposit Insurance Corporation or any other state or federal regulatory authority as receiver, conservator, trustee, administrator or any similar capacity, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Bank shall apply for not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in that Bank or any direct or indirect parent company thereof by a governmental authority (including any agency, instrumentality, regulatory body, central bank or other authority) so long as such ownership interest does not result in or provide such Bank with immunity from the jurisdiction of courts of the United States or from the enforcement of judgments or writs of attachment of its assets or permit such Bank (or such governmental authority or instrumentality) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Person). Any determination by the Agent that a Bank is a Defaulting Bank: Bank under any one or more of clauses (a) A Defaulting through (d) above shall be conclusive and binding absent manifest error, and such Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (subject to §2.12(g)) upon delivery of written notice of such determination to the Borrower and no Borrower shall be required each Bank. Derivatives Contract. Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to pay enter into any of the foregoing), whether or not any such fee that otherwise would have been paid transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the Defaulting Bank). (d) If terms and conditions of, or governed by, any Swing Line Advances are outstanding to form of master agreement published by the International Swaps and Derivatives Association, Inc., any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all International Foreign Exchange Master Agreement, or any part other master agreement of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Banksimilar type, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following obligations or liabilities under any such reallocationmaster agreement. Directions. See §14.12. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes (a) Remedies Against a Defaulting Bank. In addition to the rights and remedies that may be available to the Agent or the Borrowers under this Agreement or applicable law, then the following provisions shall apply for so long as such if at any time a Bank is a Defaulting Bank such Defaulting Bank: (a) A Defaulting Bank shall be deemed ’s right to have assigned any and all payments due collect Revolving Commitment Fees or to it from each Borrower, whether on account participate in the administration of outstanding the Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Required Banks, shall be suspended while such Bank remains a Defaulting Bank; provided, however, that the Commitments of such Bank may not be increased and the period of such Commitments may not be extended without such Bank’s consent. If a Bank is a Defaulting Bank because it has failed to make timely payment to the Administrative Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the remaining non-Defaulting Banks for application as follows: Agent or the Borrowers may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) first, to the payment of any amounts owing by collect interest from such Defaulting Bank to on such delinquent payment for the Administrative Agent hereunder in respect of such Borrower, period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) secondto withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, pro rata, to the payment of any amounts owing by otherwise payable to such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement or any other Loan Document until such defaulted payment and related interest has been paid in respect of full and such Borrower, default no longer exists and (viii) fifth, pro rata, to the payment of any amounts owing to bring an action or suit against such Borrower or the non-Defaulting Banks as a result of any judgment of Bank in a court of competent jurisdiction obtained to recover the defaulted amount and any related interest. Any amounts received by such Borrower or Banks against the Agent in respect of a Defaulting Bank’s Loans shall not be paid to such Defaulting Bank as and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Bank upon the default of such Defaulting Bank being cured. (b) Purchase from Defaulting Bank. Any Bank that is not a result Defaulting Bank shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Bank’s Commitments. If more than one Bank exercises such right, each such Bank shall have the right to acquire such proportion of such Defaulting Bank’s breach of Commitments on a pro rata basis. Upon any such purchase, the Defaulting Bank’s interest in its obligations Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Bank shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in respect accordance with the requirements set forth in Section 9.6, including an Assignment in form acceptable to the Agent. The purchase price for the Commitments of a Defaulting Bank shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrowers to the Defaulting Bank. The purchaser shall pay to the Defaulting Bank in Immediately Available Funds on the date of such Borrower, and (vi) sixth, to purchase the principal of and accrued and unpaid interest and fees on the Loans made by such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. hereunder (b) The Commitment Percentage of it being understood that such accrued and unpaid interest and fees may be paid pro rata to the purchasing Bank and the Defaulting Bank shall not be included in determining whether by the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final Agent at a subsequent date upon receipt of payment of any principal or interest may not be postponed as such amounts from the Borrowers). Prior to payment of such Defaulting Bank without such purchase price to a Defaulting Bank’s consent. , the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to the last sentence of the immediately preceding subsection (c) No a). The Defaulting Bank shall be entitled to receive any commitment fee for any period during amounts owed to it by the Borrowers under the Loan Documents which that Bank is a Defaulting Bank (and no Borrower shall be required accrued prior to pay any such fee that otherwise would have been paid to the date of the default by the Defaulting Bank). (d) If any Swing Line Advances , to the extent the same are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice received by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Borrowers. There shall be no recourse against any Bank was a Defaulting Bank; and provided, further, that or the Agent for the payment of such sums except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld receipt of payments from any other party or delayedin respect of the Loans.

Defaulting Bank. Notwithstanding any other provision of in this Agreement to the contrary, if at any time a Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such any Bank is a Defaulting Bank: (a) Until such time as the Defaulting Bank ceases to be a Bank under this Agreement, it will retain its Commitments and will remain subject to all of its obligations as a Bank hereunder, although it will be presumed that such Defaulting Bank will fail to satisfy any funding obligation and, accordingly, all other Banks hereby agree to fund L/C Borrowings in accordance with the terms hereof and their respective Pro Rata Adjusted Percentage. 4812-0911-1547, v. 7 (b) The Fees under Section 2.11 shall cease to accrue on that portion of such Defaulting Bank’s Commitments that remains unfunded or which has not been included in any L/C Obligations; (c) A Defaulting Bank may cease to be a Defaulting Bank as specified in the definition thereof. (d) At any time during a Default Period, the Agent may and upon the direction of the Majority Banks shall, upon three (3) Business Days prior notice to the applicable Defaulting Bank (so long as such Default Period remains in effect at the end of such notice period), require such Defaulting Bank to assign all right, title and interest that it may have in all Loans and any other Obligations of the Co-Borrowers under this Agreement and the Loan Documents to another Bank (if another Bank will consent to purchase such right, title and interest) or another financial institution in accordance with Section 10.07 of this Agreement, if such financial institution can be found by the Co-Borrowers, for a purchase price equal to 100% of the principal amount of such Loans and any other Obligations plus the amount of any interest and fees accrued and owing to such Defaulting Bank as of the date of such assignment. (e) with respect to any L/C Obligation that exists at the time a Bank becomes a Defaulting Bank or thereafter: (i) all or any part of such Defaulting Bank’s Pro Rata Share of the L/C Obligations shall be deemed reallocated among the Non-Defaulting Banks in accordance with their respective Pro Rata Adjusted Percentage but only to have assigned the extent (x) the sum of all of the Effective Amounts of the Non-Defaulting Banks plus such Defaulting Bank’s Pro Rata Share of the L/C Obligations does not exceed the Total Available Commitments, (y) any Non-Defaulting Bank’s Effective Amount plus such Non-Defaulting Bank’s Pro Rata Adjusted Percentage of such Defaulting Bank’s Pro Rata Share of the L/C Obligations does not exceed such Non-Defaulting Bank’s Commitment and (z) the conditions set forth in Section 5.02 of this Agreement are satisfied at such time; (ii) if the reallocation described in clause (i) above cannot, or can only partially be effected, then the Co-Borrowers shall within two (2) Business Days following notice by the Agent Cash Collateralize such Defaulting Bank’s Pro Rata Share of the L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the terms of this Agreement, including without limitation Section 3.07, for so long as such L/C Obligation is outstanding; (iii) if the Co-Borrowers Cash Collateralize any portion of such Defaulting Bank’s Pro Rata Share of the L/C Obligations pursuant to this Section 2.17(e) and Section 3.07 then the Co-Borrowers shall not be required to pay any fees for the pro rata benefit of such Defaulting Bank pursuant to Section 3.08 with respect to such Defaulting Bank’s Pro Rata Share of the L/C Obligations during the period such Defaulting Bank’s Pro Rata Share of the L/C Obligations is Cash Collateralized; and 4812-0911-1547, v. 7 (iv) if any Defaulting Bank’s Pro Rata Share of the L/C Obligations is neither cash collateralized nor reallocated pursuant to Section 2.17(e)(i), then, without prejudice to any rights or remedies of the Letter of Credit Issuer or any Bank hereunder, all payments due letter of credit fees payable under this Agreement with respect to such Defaulting Bank’s Pro Rata Share of the L/C Obligations shall be payable to the Issuing Banks until such Pro Rata Share of the L/C Obligations is Cash Collateralized, reallocated, or repaid in full. (f) So long as any Bank is a Defaulting Bank, the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it from each Borroweris satisfied that the related exposure will be 100% covered by the Commitment of the Non-Defaulting Banks and/or cash collateral will be provided by Defaulting Bank or the Co-Borrowers in accordance with Section 3.07, if so required, and participating interests in any such newly issued or increased Letter of Credit shall be allocated among the Non-Defaulting Banks in a manner consistent with Section 3.03 (and the Defaulting Banks shall not participate therein). (g) Any amount payable to such Defaulting Bank hereunder (whether on account of outstanding Loansprincipal, interest interest, fees or otherwise otherwise) shall, in respect lieu of being distributed to such Borrower Defaulting Bank, be retained by the Agent in each case arising under this Agreement or the Loan Documentsa segregated account and subject to any applicable requirements of law, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: be applied (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, Issuing Banks hereunder, (iii) third, to the funding of cash collateralization of any Loan participating interest in respect any Letter of such Borrower Credit in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, Agent or applicable Issuing Bank with the amount so funded reducing the amount the Co-Borrowers were required to Cash Collateralize pursuant to Section 2.17(e)(ii), (iv) fourth, if so determined by the Administrative Agent Agent, the Issuing Bank and the applicable BorrowerCo-Borrowers, held in a non-interest bearing such account as cash collateral for future funding obligations of the any Defaulting Bank under this Agreement in respect of such Borrower, Agreement, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower the Co-Borrowers or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower the Co-Borrowers or Banks any Bank against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage , provided that if such payment is a prepayment of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal Loans or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during reimbursement obligations in respect of L/C Advances which that Bank is a Defaulting Bank (and no Borrower has funded in accordance with its participation obligations, such payment shall be required applied solely to pay any such fee that otherwise would have been paid to prepay the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) Loans of, and reimbursement obligations owed to, all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required pro rata prior to lend in excess being applied to the prepayment of its Commitment; (ii) if the reallocation described in clause (i) above cannotany Loans, or can only partiallyreimbursement obligations owed to, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (eh) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Co-Borrowers and the Swing Line Lenders Issuing Bank each agrees agree that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances Pro Rata Share of the L/C Obligations of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; Pro Rata Share as though it were not a Defaulting Bank. 4812-0911-1547, v. 7 (i) No Swap Contract entered into by a Swap Bank shall benefit from the security package provided that no adjustments will be made retroactively with respect to fees accrued by the Security Documents, if at the time such Swap Contract was entered, such Swap Bank (or payments made by or on behalf of the Borrowers while that Bank its Affiliate) was a Defaulting Bank; and provided, further, that except . (j) Notwithstanding anything to the extent otherwise expressly agreed by contrary herein, the affected parties, no change hereunder from Commitments of such Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayedincluded for purposes of determining the “Majority Banks”.

Defaulting Bank. Notwithstanding any other provision of in this Agreement to the contrary, if at any time a Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such any Bank is a Defaulting Bank: (a) Until such time as the Defaulting Bank ceases to be a Bank under this Agreement, it will retain its Commitment and will remain subject to all of its obligations as a Bank hereunder, although it will be presumed that such Defaulting Bank will fail to satisfy any funding obligation and, accordingly, all other Banks hereby agree to fund L/C Borrowings in accordance with the terms hereof and their respective Pro Rata Adjusted Percentage. (b) The Fees under Section 2.11 shall cease to accrue on that portion of such Defaulting Bank’s Commitment that remains unfunded or which has not been included in any L/C Obligations; (c) A Defaulting Bank may cease to be a Defaulting Bank as specified in the definition thereof. (d) At any time during a Default Period, Agent may and upon the direction of the Majority Banks shall, upon three (3) Business Days prior notice to the applicable Defaulting Bank (so long as such Default Period remains in effect at the end of such notice period), require such Defaulting Bank to assign all right, title and interest that it may have in all Loans and any other Obligations of the Co-Borrowers under this Agreement and the Loan Documents to another Bank (if another Bank will consent to purchase such right, title and interest) or an Eligible Assignee in accordance with Section 10.07 of this Agreement, if such Eligible Assignee can be found by the Co-Borrowers, for a purchase price equal to 100% of the principal amount of such Loans and any other Obligations plus the amount of any interest and fees accrued and owing to such Defaulting Bank as of the date of such assignment. (e) with respect to any L/C Obligation that exists at the time a Bank becomes a Defaulting Bank or thereafter: (i) all or any part of such Defaulting Bank’s Pro Rata Share of the L/C Obligations shall be deemed reallocated among the Non-Defaulting Banks in accordance with their respective Pro Rata Adjusted Percentage but only to have assigned the extent (x) the sum of all of the Effective Amounts of the Non-Defaulting Banks plus such Defaulting Bank’s Pro Rata Share of the L/C Obligations does not exceed the Total Available Commitment, (y) any Non-Defaulting Bank’s Effective Amount plus such Non-Defaulting Bank’s Pro Rata Adjusted Percentage of such Defaulting Bank’s Pro Rata Percentage of the L/C Obligations does not exceed such Non-Defaulting Bank’s Commitment and (z) the conditions set forth in Section 5.02 of this Agreement are satisfied at such time; (ii) if the reallocation described in clause (i) above cannot, or can only partially be effected, then the Co-Borrowers shall within two (2) Business Days following notice by the Agent Cash Collateralize such Defaulting Bank’s Pro Rata Share of the L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the terms of this Agreement, including without limitation Section 3.07, for so long as such L/C Obligation is outstanding; (iii) if the Co-Borrowers Cash Collateralize any portion of such Defaulting Bank’s Pro Rata Share of the L/C Obligations pursuant to this Section 2.16(e) and Section 3.07 then the Co-Borrowers shall not be required to pay any fees for the pro rata benefit of such Defaulting Bank pursuant to Section 3.08 with respect to such Defaulting Bank’s Pro Rata Share of the L/C Obligations during the period such Defaulting Bank’s Pro Rata Share of the L/C Obligations is Cash Collateralized; and (iv) if any Defaulting Bank’s Pro Rata Share of the L/C Obligations is neither cash collateralized nor reallocated pursuant to Section 2.16(e)(i), then, without prejudice to any rights or remedies of the Letter of Credit Issuer or any Bank hereunder, all payments due letter of credit fees payable under this Agreement with respect to such Defaulting Bank’s Pro Rata Share of the L/C Obligations shall be payable to the Issuing Banks until such Pro Rata Share of the L/C Obligations is Cash Collateralized, reallocated, or repaid in full. (f) So long as any Bank is a Defaulting Bank, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it from each Borroweris satisfied that the related exposure will be 100% covered by the Commitment of the Non-Defaulting Banks and/or cash collateral will be provided by Defaulting Bank or the Co-Borrowers in accordance with Section 3.07, and participating interests in any such newly issued or increased Letter of Credit shall be allocated among the Non-Defaulting Banks in a manner consistent with Section 3.03 (and the Defaulting Banks shall not participate therein). (g) Any amount payable to such Defaulting Bank hereunder (whether on account of outstanding Loansprincipal, interest interest, fees or otherwise otherwise) shall, in respect lieu of being distributed to such Borrower Defaulting Bank, be retained by the Agent in each case arising under this Agreement or the Loan Documentsa segregated account and subject to any applicable requirements of law, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: be applied (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, Issuing Banks hereunder, (iii) third, to the funding of cash collateralization of any Loan participating interest in respect any Letter of such Borrower Credit in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, Agent or the Issuing Bank with the amount so funded reducing the amount the Co-Borrowers were required to Cash Collateralize pursuant to Section 2.16(e)(ii), (iv) fourth, if so determined by the Administrative Agent Agent, the Issuing Bank and the applicable BorrowerCo-Borrowers, held in a non-interest bearing such account as cash collateral for future funding obligations of the any Defaulting Bank under this Agreement in respect of such Borrower, Agreement, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower the Co-Borrowers or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower the Co-Borrowers or Banks any Bank against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage , provided that if such payment is a prepayment of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal Loans or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during reimbursement obligations in respect of L/C Advances which that Bank is a Defaulting Bank (and no Borrower has funded in accordance with its participation obligations, such payment shall be required applied solely to pay any such fee that otherwise would have been paid to prepay the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) Loans of, and reimbursement obligations owed to, all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required pro rata prior to lend in excess being applied to the prepayment of its Commitment; (ii) if the reallocation described in clause (i) above cannotany Loans, or can only partiallyreimbursement obligations owed to, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (eh) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Co-Borrowers and the Swing Line Lenders Issuing Bank each agrees agree that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances Pro Rata Share of the L/C Obligations of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; Pro Rata Share as though it were not a Defaulting Bank. (i) No Swap Contract entered into by a Swap Bank shall benefit from the security package provided that no adjustments will be made retroactively with respect to fees accrued by the Security Documents, if at the time such Swap Contract was entered, such Swap Bank (or payments made by or on behalf of the Borrowers while that Bank its Affiliate) was a Defaulting Bank; and provided, further, that except . (j) Notwithstanding anything to the extent otherwise expressly agreed by contrary herein, the affected parties, no change hereunder from Commitment of such Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayedincluded for purposes of determining the “Majority Banks.”

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Defaulting Bank fees shall be deemed cease to have assigned any and all payments due to it from each Borrower, whether accrue on account the unfunded portion of outstanding Loans, interest or otherwise in respect the Revolving Commitment of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank pursuant to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction.Section 2.8(a); (b) The the Commitment Percentage and Loans of such Defaulting Bank shall not be included in determining whether the Required Banks or Super Majority Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.59.5); provided, that this clause (ib) shall not apply to the vote of a Defaulting Bank in the case of an amendment, waiver or other modification requiring the consent of such Bank or each Bank affected thereby; (c) the Borrower may, at its sole expense and effort, upon notice to such Defaulting Bank and the Administrative Agent, require such Defaulting Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.6), all its Available Commitments under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld; provided further that nothing contained in this clause (c) shall affect the obligations due to such Defaulting Bank; and (d) the Administrative Agent may, in its sole discretion (notwithstanding any contrary provision of this Agreement), apply any amounts thereafter received by it from any Covered Party for the account of such Defaulting Bank to satisfy such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to obligations hereunder until all such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances unsatisfied obligations are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunderfully paid. In the event that the Administrative Agent, the Borrowers Agent and the Swing Line Lenders Borrower each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank Lender to be a Defaulting BankLender, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayedPro Rata Share.

Defaulting Bank. Notwithstanding any other provision of in this Agreement to the contrary, if at any time a Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such any Bank is a Defaulting Bank: (a) A Until such time as the Defaulting Bank shall ceases to be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising a Bank under this Agreement or the Loan DocumentsAgreement, it will retain its Working Capital Commitment and Revolving Commitment and will remain subject to the Administrative Agent and the remaining non-Defaulting Banks for application all of its obligations as follows: (i) firsta Bank hereunder, to the payment of any amounts owing by although it will be presumed that such Defaulting Bank will fail to the Administrative Agent hereunder in respect of such Borrower, (ii) secondsatisfy any funding obligation and, pro rataaccordingly, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed all other Banks hereby agree to fund its portion thereof as required by this Agreement, as determined by L/C Borrowings in accordance with the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent terms hereof and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdictiontheir respective Working Capital Pro Rata Adjusted Percentage. (b) The Commitment Percentage Fees under Section 2.11 shall cease to accrue on that portion of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Working Capital Commitment may and Revolving Commitment that remains unfunded or which has not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of been included in any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent.L/C Obligations; (c) No A Defaulting Bank shall may cease to be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to as specified in the Defaulting Bank)definition thereof. (d) If At any Swing Line Advances are outstanding time during a Default Period, Agent may and upon the direction of the Majority Banks shall, upon three (3) Business Days prior notice to the applicable Defaulting Bank (so long as such Default Period remains in effect at the end of such notice period), require such Defaulting Bank to assign all right, title and interest that it may have in all Loans and any other Obligations of the Co-Borrowers under this Agreement and the Loan Documents to another Bank (if another Bank will consent to purchase such right, title and interest) or an Eligible Assignee in accordance with Section 10.07 of this Agreement, if such Eligible Assignee can be found by the Co-Borrowers, for a purchase price equal to 100% of the principal amount of such Loans and any other Obligations plus the amount of any interest and fees accrued and owing to such Defaulting Bank as of the date of such assignment. (e) with respect to any Borrower L/C Obligation that exists at the time such a Bank becomes a Defaulting Bank thenor thereafter: (i) all or any part of such Defaulting Bank’s Pro Rata Share of the outstanding Swing Line Advances L/C Obligations shall be reallocated among the nonNon-Defaulting Banks in accordance with their respective Working Capital Pro Rata Adjusted Percentage but only to the extent (x) the sum of all of the Effective Amounts of the Non-Defaulting Banks plus such Defaulting Bank’s Pro Rata Share of the L/C Obligations does not exceed the Total Available Working Capital Commitment, (y) any Non-Defaulting Bank’s Effective Amount plus such Non-Defaulting Bank’s Working Capital Pro Rata Adjusted Percentage of such Defaulting Bank’s Working Capital Pro Rata Percentage of the L/C Obligations does not exceed such Non-Defaulting Bank’s Working Capital Commitment Percentages, provided that no Bank shall be required to lend and (z) the conditions set forth in excess Section 5.02 of its Commitmentthis Agreement are satisfied at such time; (ii) if the reallocation described in clause (i) above cannot, or can only partially, partially be effected, each applicable Borrower then the Co-Borrowers shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.two

Defaulting Bank. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) A Defaulting Bank shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising under this Agreement or the Loan Documents, to the Administrative Agent and the remaining non-Defaulting Banks for application as follows: (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder in respect of such Borrower, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. (b) The Commitment Percentage of such Defaulting Bank shall not be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to such Defaulting Bank without such Defaulting Bank’s consent. (c) No Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any such fee that otherwise would have been paid to the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part of the outstanding Swing Line Advances shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i7.9(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the outstanding Swing Line Advances of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Defaulting Bank. Notwithstanding any other provision of in this Agreement to the contrary, if at any time a Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such any Bank is a Defaulting Bank:. (a) A Until such time as the Defaulting Bank shall ceases to be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest or otherwise in respect of such Borrower in each case arising a Bank under this Agreement or the Loan DocumentsAgreement, it will retain its Committed Line Portion and will remain subject to the Administrative Agent and the remaining non-Defaulting Banks for application all of its obligations as follows: (i) firsta Bank hereunder, to the payment of any amounts owing by although it will be presumed that such Defaulting Bank will fail to the Administrative Agent hereunder in respect of such Borrower, (ii) secondsatisfy any funding obligation and, pro rataaccordingly, to the payment of any amounts owing by such Defaulting Bank to the Swing Line Lenders hereunder in respect of such Borrower, (iii) third, to the funding of any Loan in respect of such Borrower in respect of which such Defaulting Bank has failed all other Banks hereby agree to fund its portion thereof as required by this Agreement, as determined by Loans and Letters of Credit in accordance with the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent terms hereof and the applicable Borrower, held in a non-interest bearing account as cash collateral for future funding obligations of the Defaulting Bank under this Agreement in respect of such Borrower, (v) fifth, pro rata, to the payment of any amounts owing to such Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or Banks against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement in respect of such Borrower, and (vi) sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdictiontheir respective Pro Rata Adjusted Shares. (b) The Commitment Percentage of such A Defaulting Bank shall not may cease to be included in determining whether the Required Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 8.5); provided, a Defaulting Bank (i) such Defaulting Bank’s Commitment may not be increased or extended without its consent as specified in the second sentence of the definition thereof, and (ii) to the principal amount of, or interest payable on, Loans may not be reduced or excused or the final date of payment of any principal or interest may not be postponed as to extent such Defaulting Bank without makes such Defaulting purchases and/or Loans and/or accepts such L/C Obligations as are required to make the Pro Rata Adjusted Share of each Bank of the Effective Amount, after giving effect to all such purchases and new Loans and any amounts received by any Bank pursuant to Section 2.10(a)(i), equal to such Bank’s consent. (c) No Pro Rata Advance Share of such Effective Amount; provided that if there is more than one Defaulting Bank shall be entitled to receive any commitment fee for any period during which that Bank is a Defaulting Bank (and no Borrower shall be required to pay any at such fee that otherwise would have been paid to time, the Defaulting Bank). (d) If any Swing Line Advances are outstanding to any Borrower at the time such Bank becomes a Defaulting Bank then: (i) all or any part Pro Rata Advance Share of the outstanding Swing Line Advances shall be reallocated among the nonNon-Defaulting Banks in accordance with their respective Commitment Percentages, provided that no Bank shall be required to lend in excess of its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within three (3) Business Days following notice by the Administrative Agent without prejudice to including any right or remedy available to such applicable Borrower hereunder and under applicable law, prepay such outstanding Swing Line Advances made to such Borrower; and (iii) subject to Section 8.14, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bankafter giving effect to the required purchases of Loans and acceptances of L/C Obligations, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Bank’s increased exposure following such reallocation. (e) So long as such Bank is a Defaulting Bank, no Swing Line Lender shall be required to fund any Swing Line Advance, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Banks, and participating interests in any newly made Swing Line Advance shall be allocated among non-Defaulting Banks in a manner consistent with Section 7.10(d)(i) (and such Defaulting Bank shall not participate therein). If a Bankruptcy Event or a Bail-In Action with respect to a Bank Parent of a Bank shall occur following the date hereof and for so long as such event shall continue, no Swing Line Lender shall be required to fund any Swing Line Advance, unless such Swing Line Lender shall have entered into arrangements with the applicable Borrower or such Bank, satisfactory to such Swing Line Lender to defease any risk to it in respect of such Bank hereunder. In the event that the Administrative Agent, the Borrowers and the Swing Line Lenders each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank would cease to be a Defaulting Bank, then ) shall be calculated using the outstanding Swing aggregate Committed Line Advances Portions of only such Non-Defaulting Banks in the denominators of the Banks shall Pro Rata Advance Share calculation (in lieu of the Committed Line Portions of all Banks). Each Bank agrees to sell to the Defaulting Bank, such Effective Amounts as may be readjusted required to reflect effect clause (ii) above. 3rd A&R Credit Agreement [Enserco] 011038.0122\517034.09 (c) A Defaulting Bank that is a Swap Bank which has closed out Swap Contracts with the inclusion of such Bank’s Commitment and on such date such Borrower after it has become a Defaulting Bank shall purchase at par such only be entitled to sharing of amounts pursuant to the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage; provided that no adjustments will be made retroactively Intercreditor Agreement with respect to fees accrued or payments made by or on behalf of the Borrowers while that Bank was such Swap Contracts closed out after it has become a Defaulting Bank; and provided, further, that except Bank notwithstanding any other provision to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Should the Administrative Agent be a Defaulting Bank, the Required Banks shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayedcontrary herein.