Common use of Defaulting Holder Clause in Contracts

Defaulting Holder. Notwithstanding the foregoing or anything to the contrary herein in the event that any Holder or any Affiliate of a Holder, does not fund such Person’s Percentage Share of any Third Amendment Delayed Draw pursuant to the terms of the Credit Agreement, then such Holder (any such Holder, a “Defaulting Holder”) shall not be entitled to exchange their Parent Series A Preferred Shares pursuant to Section 2 hereof nor shall such Defaulting Holder receive any Intermediate Holdings Warrant or Reorganized Invacare Warrants pursuant to Section 3 and Section 4 hereof, respectively, and the rights of such Defaulting Holder set forth in this Agreement and the Master Equity Agreement shall be deemed null and void. Furthermore, in the event of a Defaulting Holder, Schedule I hereof shall automatically and without any further action on the part of the parties hereto be deemed amended so that the Intermediate Holdings Warrants and the Reorganized Invacare Warrants issuable to such Defaulting Holder shall be deleted and the percentage of Common Stock Deemed Outstanding issuable to the remaining Holders who are not Defaulting Holders (the “Remaining Holders”) with respect to the Intermediate Holdings Warrants and Reorganized Invacare Warrants shall be adjusted so that the percentage of Common Stock Deemed Outstanding shall with respect such Intermediate Holdings Warrants and Reorganized Invacare Warrants to be issued to such Remaining Holder shall be a percentage equal to (a) the amount of Parent Series A Preferred Shares held by such Remaining Holder divided by the amount of Parent Series A Preferred Shares held by all such Remaining Holders multiplied by (b) 0.49 (or such other number as consented to by the Remaining Holders who hold a majority of the Parent Series A Preferred Shares held by such Remaining Holders).

Defaulting Holder. If and to the extent that any Holder becomes a Defaulting Holder, then: (a) To the extent a Holder has become a Defaulting Holder due to its failure to fund a Required Protective Advance, the other Holders, or any of them, shall have the right, but not the obligation, to advance all or any part of its Percentage Interest of any such Deficiency that should have been made by the Defaulting Holder, and the Defaulting Holder agrees to repay upon demand to each of the Holders who has advanced a portion of the Deficiency the amount advanced on behalf of the Defaulting Holder, together with interest thereon at the Mortgage Default Rate. To the extent that the Defaulting Holder thereafter funds such Deficiency with interest thereon at the Mortgage Default Rate, such Holder shall no longer be a Defaulting Holder. -50- Co-Lender Agreement (b) If more than one Holder elects to advance a portion of a Deficiency, such Holders’ advances shall be made based on the relative Percentage Interests of the Loan of each such advancing Holder or as otherwise agreed to by such Holders. In the event the Defaulting Holder fails to advance or repay the Deficiency, the interest of such Defaulting Holder in the Loan to the extent of the Deficiency, shall be subordinate to the interests of the other Holders, and all payments otherwise payable to the Defaulting Holder shall be used to advance or repay the Deficiency, as applicable, until such time such Defaulting Holder advances or repays all Deficiencies (with interest at the Mortgage Default Rate) attributable to such Holder. (c) The rights and remedies against a Defaulting Holder under this Section 41 are in addition to any other rights and remedies, at law, in equity or otherwise that Administrator or any Holder may have against such Defaulting Holder with respect to any Deficiency or otherwise. (d) The failure of any Holder to pay any Deficiency shall not relieve any other Holder of its obligation, if any, hereunder or pursuant to any Loan Document to pay its Percentage Interest of a Required Protective Advance on the applicable funding date, and no Holder shall be responsible for the failure of any Defaulting Holder to pay its Percentage Interest of the Required Protective Advance on the applicable funding date; provided, however, that the Holders shall be obligated to fund the balance of the then current Required Protective Advance (i.e., excluding the Deficiency) in the manner required hereunder or pursuant to any Loan Document. (e) Notwithstanding the foregoing or anything to the contrary herein in the event that any contained herein, for as long as a Holder or any Affiliate of a Holder, does not fund such Person’s Percentage Share of any Third Amendment Delayed Draw pursuant to the terms of the Credit Agreement, then such Holder (any such Holder, a “Defaulting Holder”) shall not be entitled to exchange their Parent Series A Preferred Shares pursuant to Section 2 hereof nor shall such Defaulting Holder receive any Intermediate Holdings Warrant or Reorganized Invacare Warrants pursuant to Section 3 and Section 4 hereof, respectively, and the rights of such Defaulting Holder set forth in this Agreement and the Master Equity Agreement shall be deemed null and void. Furthermore, in the event of is a Defaulting Holder, Schedule I hereof such Holder shall automatically have no right to participate in any discussions among the Holders hereunder or to consent to, approve or vote on any action or decision with respect to the Loan hereunder requiring the consent, approval or vote of any Holder, and without for purposes of determining how many or which Holders constitute the Requisite Holders for purposes of consenting to, approving or voting with respect to any further decision or any action on (or waiver or forbearance from taking an action) by Administrator, the part portion of the parties hereto be deemed amended so that outstanding principal amount of the Intermediate Holdings Warrants and the Reorganized Invacare Warrants issuable Loan allocated to such any Defaulting Holder shall be deleted and the percentage of Common Stock Deemed Outstanding issuable disregarded for such determination. Further, any Holder that is a Defaulting Holder shall be bound by any amendment to, or waiver of, any provision of, or any action taken or omitted to the remaining be taken by Administrator, Servicer and/or any Holders who that are not Defaulting Holders (the “Remaining Holders”) with respect under, any Loan Document to the Intermediate Holdings Warrants and Reorganized Invacare Warrants extent made while such Holder is a Defaulting Holder. If a Defaulting Holder cures the applicable default such that it is no longer a Defaulting Holder, its consent, approval or voting rights hereunder shall be adjusted so that reinstated as and from the percentage date of Common Stock Deemed Outstanding its cure of such default; provided, however, such Defaulting Holder nonetheless shall with respect such Intermediate Holdings Warrants and Reorganized Invacare Warrants be bound by any amendment to or waiver of any provision of, or any action taken or omitted to be issued taken by Administrator, Servicer and/or Holders that are not Defaulting Holders under, any Loan Document which is made subsequent to such Remaining ▇▇▇▇▇▇’s becoming a Defaulting Holder shall be a percentage equal and prior to (a) its curing the amount applicable delinquency or delinquencies in accordance with this Agreement, so long as such amendment, waiver or action was taken in accordance with the provisions of Parent Series A Preferred Shares held by such Remaining Holder divided by the amount of Parent Series A Preferred Shares held by all such Remaining Holders multiplied by (b) 0.49 (or such other number as consented to by the Remaining Holders who hold a majority of the Parent Series A Preferred Shares held by such Remaining Holders)this Agreement.

Defaulting Holder. If and to the extent that any Holder becomes a Defaulting Holder, then: (a) To the extent a Holder has become a Defaulting Holder due to its failure to fund a Required Protective Advance, the other Holders, or any of them, shall have the right, but not the obligation, to advance all or any part of its Percentage Interest of any such Deficiency that should have been made by the Defaulting Holder, and the Defaulting Holder agrees to repay upon demand to each of the Holders who has advanced a portion of the Deficiency the amount advanced on behalf of the Defaulting Holder, together with interest thereon at the Mortgage Default Rate. To the extent that the Defaulting Holder thereafter funds such Deficiency with interest thereon at the Mortgage Default Rate, such Holder shall no longer be a Defaulting Holder. (b) If more than one Holder elects to advance a portion of a Deficiency, such Holders’ advances shall be made based on the relative Percentage Interests of the Loan of each such advancing Holder or as otherwise agreed to by such Holders. In the event the Defaulting Holder fails to advance or repay the Deficiency, the interest of such Defaulting Holder in the Loan to the extent of the Deficiency, shall be subordinate to the interests of the other Holders, and all payments otherwise payable to the Defaulting Holder shall be used to advance or repay the Deficiency, as applicable, until such time such Defaulting Holder advances or repays all Deficiencies (with interest at the Mortgage Default Rate) attributable to such Holder. (c) The rights and remedies against a Defaulting Holder under this Section 41 are in addition to any other rights and remedies, at law, in equity or otherwise that Administrator or any Holder may have against such Defaulting Holder with respect to any Deficiency or otherwise. (d) The failure of any Holder to pay any Deficiency shall not relieve any other Holder of its obligation, if any, hereunder or pursuant to any Loan Document to pay its Percentage Interest of a Required Protective Advance on the applicable funding date, and no Holder shall be responsible for the failure of any Defaulting Holder to pay its Percentage Interest of the Required Protective Advance on the applicable funding date; provided, however, that the Holders shall be obligated to fund the balance of the then current Required Protective Advance (i.e., excluding the Deficiency) in the manner required hereunder or pursuant to any Loan Document. (e) Notwithstanding the foregoing or anything to the contrary herein in the event that any contained herein, for as long as a Holder or any Affiliate of a Holder, does not fund such Person’s Percentage Share of any Third Amendment Delayed Draw pursuant to the terms of the Credit Agreement, then such Holder (any such Holder, a “Defaulting Holder”) shall not be entitled to exchange their Parent Series A Preferred Shares pursuant to Section 2 hereof nor shall such Defaulting Holder receive any Intermediate Holdings Warrant or Reorganized Invacare Warrants pursuant to Section 3 and Section 4 hereof, respectively, and the rights of such Defaulting Holder set forth in this Agreement and the Master Equity Agreement shall be deemed null and void. Furthermore, in the event of is a Defaulting Holder, Schedule I hereof such Holder shall automatically have no right to participate in any discussions among the Holders hereunder or to consent to, approve or vote on any action or decision with respect to the Loan hereunder requiring the consent, approval or vote of any Holder, and without for purposes of determining how many or which Holders constitute the Requisite Holders for purposes of consenting to, approving or voting with respect to any further decision or any action on (or waiver or forbearance from taking an action) by Administrator, the part portion of the parties hereto be deemed amended so that outstanding principal amount of the Intermediate Holdings Warrants and the Reorganized Invacare Warrants issuable Loan allocated to such any Defaulting Holder shall be deleted and the percentage of Common Stock Deemed Outstanding issuable disregarded for such determination. Further, any Holder that is a Defaulting Holder shall be bound by any amendment to, or waiver of, any provision of, or any action taken or omitted to the remaining be taken by Administrator, Servicer and/or any Holders who that are not Defaulting Holders (the “Remaining Holders”) with respect under, any Loan Document to the Intermediate Holdings Warrants and Reorganized Invacare Warrants extent made while such Holder is a Defaulting Holder. If a Defaulting Holder cures the applicable default such that it is no longer a Defaulting Holder, its consent, approval or voting rights hereunder shall be adjusted so that reinstated as and from the percentage date of Common Stock Deemed Outstanding its cure of such default; provided, however, such Defaulting Holder nonetheless shall with respect such Intermediate Holdings Warrants and Reorganized Invacare Warrants be bound by any amendment to or waiver of any provision of, or any action taken or omitted to be issued taken by Administrator, Servicer and/or Holders that are not Defaulting Holders under, any Loan Document which is made subsequent to such Remaining ▇▇▇▇▇▇’s becoming a Defaulting Holder shall and prior to its curing the applicable delinquency or delinquencies in accordance with this Agreement, so long as such amendment, waiver or action was taken in accordance with the provisions of this Agreement. IN WITNESS WHEREOF, each of the Holders have caused this Agreement to be a percentage equal to (a) duly executed as of the day and year first above written. Initial Note A-1 Holder: [STARWOOD PROPERTY MORTGAGE SUB__-A, L.L.C.] By: Name: Title: Initial Note A-2 Holder: [SCREDIT MORTGAGE FUNDING SUB-_[-T], LLC] By: Name: Title: [Initial Note A-3 Holder: [_______________________________] By: Name: Title:] Administrator: [STARWOOD PROPERTY MORTGAGE SUB__-A, L.L.C. / SCREDIT MORTGAGE FUNDING SUB-_[-T], LLC] By: Name: Title: A. Description of Loan B. Description of Notes15 Initial Note A-1 Principal Balance: $ [_________ ] Initial Note A-2 Principal Balance: $ [_________ ] [Initial Note A-3 Principal Balance:] $ [_________ ] Initial Mortgage Note A-1 Principal Balance: $ [_________ ] Initial Mortgage Note A-2 Principal Balance: $ [_________ ] [Initial Mortgage Note A-1 Principal Balance:] $ [_________ ] [Initial Mezzanine Note A-1 Principal Balance:] $ [_________ ] [Initial Mezzanine Note A-2 Principal Balance:] $ [_________ ] [Initial Mezzanine Note A-3 Principal Balance:] $ [_________ ] 15 FOR LOANS WITH FUTURE ADVANCES: UPDATE TO INCLUDE INITIAL NOTE BALANCE AND MAXIMUM NOTE BALANCE B-2 __________Co-Lender Agreement All documents are dated as of [ ], 202[_] unless otherwise indicated 1. Loan Agreement between Borrower and Mortgage Lender 2. Promissory Note A-1 in the original principal amount of Parent Series A Preferred Shares held $[ ] by such Remaining Holder divided by ▇▇▇▇▇▇▇▇ in favor of Mortgage Lender 3. Promissory Note A-2 in the maximum principal amount of Parent Series A Preferred Shares held $[ ] by all such Remaining Holders multiplied by (b) 0.49 (or such other number as consented to by the Remaining Holders who hold a majority ▇▇▇▇▇▇▇▇ in favor of the Parent Series A Preferred Shares held by such Remaining Holders).Mortgage Lender 4. [______]