Common use of Defaulting Lender Clause in Contracts

Defaulting Lender. Notwithstanding the foregoing, in the event that at any time one or more Canadian Lenders is a Defaulting Lender, no LC Issuer shall be required to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments.

Defaulting Lender. Notwithstanding the foregoing, in the event that at any time one or more Canadian Revolving Lenders is a Defaulting Lender, no LC Issuer shall be required to make any Canadian Revolving Facility LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian Revolving Facility LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Funding Percentage of the Canadian Revolving Facility LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such applicable LC Issuer, to secure such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian applicable Revolving Facility Letter of Credit, a satisfactory arrangement); or (ii) such Canadian Revolving Facility LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Revolving Lender’s Canadian Sub-Revolving Facility Exposure to exceed its respective Canadian Revolving Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian Revolving Facility LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian Revolving Facility LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian Revolving Facility LC Outstandings in excess of its Commitments.

Defaulting Lender. Notwithstanding the foregoing, in the event that at (a) If for any time one or more Canadian Lenders is reason any Lender shall become a Defaulting Lender, no LC Issuer shall then, in addition to the rights and remedies that may be required available to make the other Credit Parties, the Loan Parties or any Canadian LC Issuance unless either other party at law or in equity, and not at limitation thereof, (i) such LC Issuer has entered into arrangements reasonably satisfactory subject to it and the Company to eliminate such LC Issuer’s risk Section 10.01 only with respect to the Canadian LC Participations increase or extension of such Lender’s Commitment, such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any further amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or Defaulting Lenders, including by cash collateralizing such existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings decision-making and participation rights and rights to payments as set forth in clauses (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, a satisfactory arrangement); or i) and (ii) such Canadian LC Issuance, taking into account hereinabove shall be restored only upon the potential failure of payment by the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its CommitmentsApplicable Percentage of any Obligations, and any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Company has undertaken, for rate set forth in Section 2.08 hereof from the benefit of date when originally due until the date upon which any such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentsamounts are actually paid.

Defaulting Lender. Notwithstanding the foregoing, in the event that at At any time one or more Canadian Lenders when a Lender is then a Defaulting Lender, no LC Issuer shall be required to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC IssuerBorrower, at the Borrower’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenderselection, including by cash collateralizing may terminate such Defaulting Lender’s or Defaulting Lenders’ Canadian Revolving Commitment Percentage hereunder; provided that (A) such termination must be of the Canadian LC Outstandings Defaulting Lender’s entire Revolving Commitment, (it being understood that such LC Issuer would consider B) the Company or Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender or in such Lender’s capacity as a Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such Defaulting Lenders providing Lender, accrued commitment fees (subject to Section 2.7(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.10 as result of such payment of Revolving Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (C) a Defaulting Lender’s Revolving Commitment may be terminated by the Borrower under this Section 2.1(b)(ii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments of all then existing Defaulting Lenders’ Funding Percentage . Upon written notice to the Defaulting Lender and Administrative Agent of the Canadian Letter of Credit, Borrower’s election to terminate a satisfactory arrangement); or Defaulting Lender’s Revolving Commitment pursuant to this clause (ii) and the payment and deposit of amounts required to be made by the Borrower under clause (B) above, (1) such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders shall cease to risk participate therein, will not cause (x) any Canadian be a “Lender” hereunder for all purposes except that such Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder rights as a Lender under Sections 2.11, 2.13, 8.5 and 9.2 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (2) such Defaulting Lender’s Revolving Loans Commitment shall be deemed terminated, and Canadian LC Outstandings in excess (3) such Defaulting Lender shall be relieved of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings obligations hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentsas a “Lender”.

Defaulting Lender. Notwithstanding the foregoing, in the event that at any time one or more Canadian Lenders is a Defaulting LenderLender Default exists, no LC Issuer shall be required to make any Canadian Revolving Facility LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian Revolving Facility LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, a satisfactory arrangement)Revolving Facility LC Outstandings; or (ii) such Canadian Revolving Facility LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian Revolving Facility LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian Revolving Facility LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian Revolving Facility LC Outstandings in excess of its Commitments.

Defaulting Lender. Notwithstanding Any Lender who is not a Defaulting Lender shall have the foregoingright, but not the obligation, in the event that at any time one or more Canadian Lenders is a Defaulting Lenderits sole discretion, no LC Issuer shall be required to make any Canadian LC Issuance unless acquire by assignment either (i) all of the Defaulting Lender’s interest in the Loan, or (ii) the Defaulting Lender’s remaining unfunded commitment, including the advance or other amount which, by its failure or refusal to so fund, caused such LC Issuer Defaulting Lender to become a Defaulting Lender (as applicable, the “Defaulting Lender’s Acquired Interest”). Any Lender desiring to exercise such right shall give written notice thereof to Administrative Agent and Borrower no sooner than two (2) Business Days and not later than thirty (30) Business Days after such Defaulting Lender becomes a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire the Defaulting Lender’s Acquired Interest in proportion to the interests in the Loan then held by the Lenders exercising such right. If after such thirtieth Business Day, no Lender has entered into arrangements elected to acquire the Defaulting Lender’s Acquired Interest or, if having so elected, the Lender or Lenders that made such election have not within thirty (30) days following such election closed such acquisition of the Defaulting Lender’s Acquired Interest, then Borrower may, by giving written notice thereof to Administrative Agent, to the Defaulting Lender and to the other Lenders, demand that such Defaulting Lender assign to an Institutional Real Estate Investor proposed by Borrower, subject to and in accordance with the provisions of this Section 14.26 for the purchase price provided for below, the Defaulting Lender’s Acquired Interest. Upon any such assignment of all of its interest in the Loan (as opposed to the Defaulting Lender’s unfunded commitment), the Defaulting Lender's interest in the Loan and its rights hereunder (but not its liability in respect thereof or under the Loan Documents to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase. In connection with the purchase of the Defaulting Lender’s Acquired Interest by a Lender or Lenders or by an Institutional Real Estate Investor, the Defaulting Lender shall promptly execute all documents reasonably satisfactory requested to it surrender and transfer the Defaulting Lender’s Acquired Interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption Agreement, and the Company Defaulting Lender shall pay to eliminate such LC IssuerAdministrative Agent an assignment fee in the amount of $25,000. If a Lender or Lenders or an Institutional Real Estate Investor purchases all of the Defaulting Lender’s risk with respect interest in the Loan (as opposed to the Canadian LC Participations Defaulting Lender’s unfunded commitment), the purchase price for said interest of the Defaulting Lender or shall be equal to the amount of the principal balance of the principal amounts outstanding and owed by Borrower to the Defaulting Lenders, including by cash collateralizing Lender. In connection with an assignment of only such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of remaining unfunded commitment, the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agentpurchase price shall be zero, for the benefit of such LC Issuer, to secure such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of and the Defaulting Lender shall be entitled to receive any amount owed to it by Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, as and when and to the extent the same are received by Administrative Agent from or Defaulting Lenders to risk participate therein, will not cause (x) on behalf of Borrower. There shall be no recourse against any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment Lender or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, Administrative Agent for the benefit payment of such LC Issuer, pursuant sums except to an instrument reasonably satisfactory the extent of the receipt of payments from any other party or in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentsthe Loans.

Defaulting Lender. Notwithstanding the foregoing, in the event that at At any time one or more Canadian Lenders when a Lender is then a Defaulting Lender, no LC Issuer shall be required the Borrower, at the Borrower’s election, may elect to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing terminate such Defaulting Lender’s Revolving Commitment hereunder or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s Term Commitment; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment or Term Commitment, (B) the Non-Defaulting Lenders shall each have the option to accept an assignment of the Defaulting Lender’s Revolving Commitment or Term Commitment pursuant to Section 2.13 in lieu of a termination of Commitments pursuant to this Section 2.1(c)(iii), (C) to the extent that the Non-Defaulting Lenders do not take an assignment as provided in the immediately preceding clause (B), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Defaulting Lender’s capacity as a Revolving Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such Defaulting Lender, accrued Commitment Fees (subject to Section 2.6(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.9 as result of such repayment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure (other than any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.14), (D) if any Term Commitment is being terminated pursuant to this clause (iii), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Lender’s capacity as a Term Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Term Advances owed to such Defaulting Lender, and accrued Commitment Fees (subject to Section 2.6(a)) but specifically excluding any amounts owing under Section 2.9 as result of such payment of such Advances), (E) a Defaulting Lender’s Revolving Commitment and unused Term Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments and the unused Term Commitments of all then existing Defaulting Lenders, and (F) such termination shall not be permitted if an Event of Default has occurred and is continuing. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Revolving Commitment and Term Commitment pursuant to this clause (iii) and the payment and deposit of amounts required to be made by the Borrower under clause (C) above, (1) such Defaulting Lender shall cease to be a “Revolving Lender” or a “Term Lender”, as applicable, hereunder for all purposes except that such Lender’s rights and obligations as a Revolving Lender or a Term Lender, as applicable, under Sections 2.10, 2.12, 8.9 and 9.1 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or “Term Lender”, as applicable, hereunder, (2) such Defaulting Lender’s Revolving Commitment and Term Commitment shall be deemed terminated, and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Revolving Lender” and “Term Lender”, as applicable, except as to its obligations under Section 8.9 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or “Term Lender”, as applicable, hereunder, provided that, any such termination will not be deemed to be a waiver or release of any claim that the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, (x) if no Term Commitment is then being terminated pursuant to this clause (iii), the termination of commitments, rights and obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender and (y) any termination of a Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) must occur concurrently with a termination of such Defaulting Lender’s Term Commitments. Notwithstanding anything herein to the contrary, the Non-Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, option to take an assignment as provided in Section 2.1(c)(iii)(B) may be exercised by a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of the Non-Defaulting Lender or in its sole and absolute discretion and nothing contained herein shall obligate any Non-Defaulting Lenders Lender to risk participate therein, will not cause (x) take any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentsassignment.

Defaulting Lender. If a Lender fails to fund its Pro Rata Share of any Future Advance on or before the time required thereunder, then, Administrative Agent shall promptly notify Borrower and any other Lender that a Lender has become a Defaulting Lender, and in addition to the rights and remedies (including the right to bring an action or suit against the Defaulting Lender) that may be available to the non-Defaulting Lenders and Borrower at law and in equity, and notwithstanding any provision of this Agreement or any other agreement to the contrary, upon not less than ten (10) Business Days’ notice to Administrative Agent and all Lenders (“Defaulting Lender Notice”), Borrower may (i) prepay at par the Defaulting Lender’s Pro Rata Share of the Loan, together with accrued and unpaid interest thereon and any other sums then due to such Defaulting Lender pursuant to the terms of this Agreement, excluding any Spread Maintenance Premium or any other prepayment penalty, premium or similar fee or (ii) require that such Defaulting Lender transfer all of its right, title and interest under this Agreement and the other Loan Documents to a proposed lender identified by Borrower that is an Eligible Assignee if such proposed lender agrees to assume all of the obligations of such Defaulting Lender under this Agreement and other Loan Documents, and to purchase all of such Defaulting Lender’s commitment of the Loan for an aggregate consideration equal to the aggregate outstanding principal amount of such Defaulting Lender’s commitment of the Loan, together with any accrued but unpaid interest thereon to the date of such purchase. Notwithstanding the foregoing, in if a Defaulting Lender funds its Pro Rata Share of such Future Advance within two (2) Business Days after the event that at any time one or more Canadian Lenders is date of delivery of a Defaulting Lender Notice, such Lender shall cease to be a Defaulting Lender; provided, no LC Issuer that during the Term, a Lender shall be entitled to not more than three (3) cures of a failure to fund a Future Advance on or before the time required thereunder; provided, further, that non-Defaulting Lender(s) shall have the right, following the expiration of the two (2) Business Day period referred to make in this sentence and prior to the expiration of the ten (10) Business Day period following delivery of a Defaulting Lender Notice to acquire at par the Defaulting Lender’s Pro Rata Share of the Loan, together with accrued and unpaid interest thereon and any Canadian LC Issuance unless either (i) other sums then due to such LC Issuer has entered into arrangements reasonably satisfactory Defaulting Lender pursuant to it the terms of this Agreement, excluding any Spread Maintenance Premium or any other prepayment penalty, premium or similar fee and the Company to eliminate Commitments of such LC Issuer’s risk with respect to non-Defaulting Lender(s) shall be increased by the Canadian LC Participations unfunded Commitment of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments.

Defaulting Lender. Notwithstanding (a) In addition to the foregoingrights and remedies that may be available under this Agreement or applicable law, in the event that if at any time one or more Canadian Lenders a Lender is a Defaulting Lender, no LC Issuer shall be required to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s right to collect Unused Commitment Fees and Letter of Credit Fees or Defaulting Lenders’ Canadian Commitment Percentage to participate in the administration of the Canadian LC Outstandings Loans, this Agreement and the other Transaction 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 Lenders, shall be suspended while such Lender remains a Defaulting Lender; provided, however, that the Revolving Credit Commitment of such Lender may not be increased and the period of such Revolving Credit Commitment may not be extended without such Lender’s consent. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder, in addition to other rights and remedies which the Agent or the Borrower may have, the Agent shall be entitled (it being understood that such LC Issuer would consider the Company or i) to collect interest from such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, on such delinquent payment for the benefit period from the date on which the payment was due until the date on which the payment is made at the Fed Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such LC Issuer, Defaulting Lender under this Agreement or any other Transaction Document until such defaulted payment and related interest has been paid in full and such default no longer exists and (iii) to secure bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, a satisfactory arrangement); or (ii) Loans shall not be paid to such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, shall be held uninvested by the Agent and either applied against the Company has undertaken, for the benefit purchase price of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance Loans under the following subsection (b) or paid to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause Defaulting Lender upon the default of such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its CommitmentsDefaulting Lender being cured.

Defaulting Lender. Notwithstanding the foregoing, in the event that at At any time one or more Canadian Lenders when a Lender is then a Defaulting Lender, no LC Issuer shall be required the Applicable Borrower, at such Borrower’s election, may elect to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing terminate such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage hereunder; provided that (A) such termination must be of all of the Canadian LC Outstandings Defaulting Lender’s Commitments, (it being understood that such LC Issuer would consider B) the Company or Applicable Borrower shall pay all amounts owed by the Applicable Borrower to such Defaulting Lender or in such Lender’s capacity as a Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Advances owed to such Defaulting Lenders providing Lender, accrued Commitment Fees (subject to Section 2.18(a)(iii)), and letter of credit fees (subject to Section 2.18(a)(iii) but specifically excluding any amounts owing under Section 2.12 as result of such payment of such Advances) and shall deposit with the Applicable Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s ratable share of the Dollar Equivalent of the Letter of Credit Exposure (including any such portion thereof that has been reallocated pursuant to Section 2.18), (C) a Defaulting Lender’s Commitments may be terminated by the Applicable Borrower under this Section 2.1(d) if and only if at such time, such Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders’ Funding Percentage , and (D) no Default has occurred and is continuing at the time of the Canadian Letter of Credit, a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of election and termination. Upon written notice to the Defaulting Lender or and Applicable Administrative Agent of the Applicable Borrower’s election to terminate a Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure Commitments pursuant to exceed its respective Canadian Commitment or this clause (yiii) and the payment and deposit of amounts required to be made by the Applicable Borrower under clause (B) and (C) above, (1) such LC Issuer Defaulting Lender shall cease to incur aggregate credit exposure be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as a Lender under Section 2.11, Section 2.13, Section 2.15, Section 8.3 and Section 9.1 shall continue with respect to Revolving Loans events and Canadian LC Outstandings in excess occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (2) such Defaulting Lender’s Commitments shall be deemed terminated, and (3) such Defaulting Lender shall be relieved of its Commitmentsobligations hereunder as a “Lender” except as to its obligations under Section 8.3 and Section 9.1 and any other obligations that expressly survive, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder which obligations shall continue with respect to Revolving Loans events and Canadian LC Outstandings in excess occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, provided that, any such termination will not be deemed to be a waiver or release of its Commitmentsany claim by the Borrowers, the Administrative Agents, the Swingline Lender, Issuing Lenders or any Lender may have against such Defaulting Lender.

Defaulting Lender. Notwithstanding the foregoing, in the event that at At any time one or more Canadian Lenders when a Lender is then a Defaulting Lender, no LC Issuer shall be required the Borrower, at the Borrower’s election, may elect to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing terminate such Defaulting Lender’s Revolving Commitment hereunder or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s CapEx Commitment; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment or CapEx Commitment, (B) the Non-Defaulting Lenders shall each have the option to accept an assignment of the Defaulting Lender’s Revolving Commitment or CapEx Commitment pursuant to Section 2.13 in lieu of a termination of Commitments pursuant to this Section 2.1(c)(iii), (C) to the extent that the Non-Defaulting Lenders do not take an assignment as provided in the immediately preceding clause (B), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Defaulting Lender’s capacity as a Revolving Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such Defaulting Lender, accrued Commitment Fees (subject to Section 2.6(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.9 as result of such repayment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure (other than any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.14), (D) if any CapEx Commitment is being terminated pursuant to this clause (iii), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Lender’s capacity as a CapEx Lender under this Agreement and under the other Credit Documents (including principal of and interest on the CapEx Advances owed to such Defaulting Lender, and accrued Commitment Fees (subject to Section 2.6(a)) but specifically excluding any amounts owing under Section 2.9 as result of such payment of such Advances), (E) a Defaulting Lender’s Revolving Commitment and unused CapEx Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments and the unused CapEx Commitments of all then existing Defaulting Lenders, and (F) such termination shall not be permitted if an Event of Default has occurred and is continuing. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Revolving Commitment and CapEx Commitment pursuant to this clause (iii) and the payment and deposit of amounts required to be made by the Borrower under clause (C) above, (1) such Defaulting Lender shall cease to be a “Revolving Lender” or a “CapEx Lender”, as applicable, hereunder for all purposes except that such Lender’s rights and obligations as a Revolving Lender or a CapEx Lender, as applicable, under Sections 2.10, 2.12, 8.9 and 9.1 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or “CapEx Lender”, as applicable, hereunder, (2) such Defaulting Lender’s Revolving Commitment and CapEx Commitment shall be deemed terminated, and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Revolving Lender” and a “CapEx Lender”, as applicable, except as to its obligations under Section 8.9 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or a “CapEx Lender”, as applicable, hereunder, provided that, any such termination will not be deemed to be a waiver or release of any claim that the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, (x) the termination of commitments, rights and obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender, (y) if no CapEx Commitment is then being terminated pursuant to this clause (iii), the termination of commitments, rights and obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a CapEx Lender, and (z) any termination of a Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) must occur concurrently with a termination of such Defaulting Lender’s unused CapEx Commitment, if any. Notwithstanding anything herein to the contrary, the Non-Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, option to take an assignment as provided in Section 2.1(c)(iii)(B) may be exercised by a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of the Non-Defaulting Lender or in its sole and absolute discretion and nothing contained herein shall obligate any Non-Defaulting Lenders Lender to risk participate therein, will not cause (x) take any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentsassignment.

Defaulting Lender. Notwithstanding the foregoing, in the event that at At any time one or more Canadian Lenders is that there shall exist a Defaulting Lender, no on the first (1st) Business Day following the date on which Borrower receives notice from the Administrative Agent or any LC Issuer demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall be required to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and deposit in an account with the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, Administrative Agent for the benefit of the applicable LC Issuer, an amount in Dollars in cash equal to 100% of the total Fronting Exposure of such LC Issuer as of such date. Each such deposit pursuant to this Section 2.2.10(b) shall be held by the Administrative Agent for the benefit of the applicable LC Issuer as collateral for the Defaulting Lender’s obligation to fund participations in respect of the Letters of Credit issued by such LC Issuer. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Borrower in Permitted Investments and at the risk and expense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such account shall be applied by the Administrative Agent (upon the direction of the Administrative Agent) to secure such the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. Cash Collateral (or Defaulting Lenders’ Funding Percentage the appropriate portion thereof) provided to reduce any LC Issuer’s Fronting Exposure shall no longer be required to be held as Cash Collateral following (i) the elimination of the Canadian Letter applicable Fronting Exposure (including by the termination of CreditDefaulting Lender status of the applicable DSR Lender or the provision by or on behalf of such Defaulting Lender of Cash Collateral pursuant to Section 2.7.6(d)), a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of determination by the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such Administrative Agent and each LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in that there exists excess of its Commitments, and the Company has undertaken, Cash Collateral for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentspurpose.

Defaulting Lender. Notwithstanding the foregoing, in the event that at At any time one or more Canadian Lenders is that there shall exist a Defaulting Lender, no on the first (1st) Business Day following the date on which Borrower receives notice from the Administrative Agent or any LC Issuer demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall be required to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and deposit in an account with the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, Administrative Agent for the benefit of the applicable LC Issuer, an amount in Dollars in cash equal to 100% of the total Fronting Exposure of such LC Issuer as of such date. Each such deposit pursuant to this Section 2.2.10(b) shall be held by the Administrative Agent for the benefit of the applicable LC Issuer as collateral for the Defaulting Lender’s obligation to fund participations in respect of the Letters of Credit issued by such LC Issuer. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole KE 103372065 discretion of the Borrower in Permitted Investments and at the risk and expense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such account shall be applied by the Administrative Agent (upon the direction of the Administrative Agent) to secure such the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. Cash Collateral (or Defaulting Lenders’ Funding Percentage the appropriate portion thereof) provided to reduce any LC Issuer’s Fronting Exposure shall no longer be required to be held as Cash Collateral following (i) the elimination of the Canadian Letter applicable Fronting Exposure (including by the termination of CreditDefaulting Lender status of the applicable DSRRevolving Loan Lender or the provision by or on behalf of such Defaulting Lender of Cash Collateral pursuant to Section 2.7.6(d)), a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of determination by the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such Administrative Agent and each LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in that there exists excess of its Commitments, and the Company has undertaken, Cash Collateral for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentspurpose.

Defaulting Lender. Notwithstanding any provision of this Agreement to the foregoingcontrary, in the event that at if any time one or more Canadian Lenders Revolving Lender becomes a Defaulting Lender, then so long as such Revolving Lender is a Defaulting Lender: (a) if any Swing Line Exposure or LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender, no LC Issuer the Borrower shall be required to make any Canadian LC Issuance unless either within one Business Day following notice by the Administrative Agent (i) first, prepay such LC Issuer has entered into arrangements reasonably satisfactory to it and Swing Line Exposure (or, if the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations Swing Line Lender s shall agree, cash collateralize 100% of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage Swing Line Exposure (other than the portion of such Swing Line Exposure referred to in clause (b) of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit definition of such LC Issuerterm) therein and otherwise in accordance with the procedures set forth in Section 2.04(k) for so long as such Swing Line Exposure is outstanding) and (ii) second, to secure cash collateralize such Defaulting Lender’s LC Exposure in an amount equal to 100% of such LC Exposure and otherwise in accordance with the procedures set forth in Section 2.04(k) for so long as such LC Exposure is outstanding; and (b) xxxxx Swing Line Lender shall not be required to fund any Swing Line Loan and the Issuing Lender shall not be required to issue, amend or Defaulting Lenders’ Funding Percentage of the Canadian increase any Letter of Credit, a satisfactory arrangementunless it is satisfied that the related exposure therein of such Defaulting Lender will be 100% cash collateralized by the Borrower in accordance with this Section; (c) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.10(a); or and (iid) the Revolving Exposure and unused Revolving Commitment of such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.02); provided, that this clause (d) shall not apply to the vote of a Defaulting Lenders to risk participate thereinLender in the case of an amendment, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment waiver or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and other modification requiring the Company has undertaken, for the benefit consent of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans Lender or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentseach Lender affected thereby.

Defaulting Lender. Notwithstanding the foregoing, in the event that at At any time one or more Canadian Lenders when a Lender is then a Defaulting Lender, no LC Issuer shall be required the Borrower, at the Borrower’s election, may elect to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing terminate such Defaulting Lender’s Revolving Commitment hereunder or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s unfunded Term Commitment; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment or unfunded Term Commitment, (B) the Non-Defaulting Lenders shall each have the option to accept an assignment of the Defaulting Lender’s Revolving Commitment or unfunded Term Commitment pursuant to Section 2.13 in lieu of a termination of Commitments pursuant to this Section 2.1(c)(iii), (C) to the extent that the Non-Defaulting Lenders do not take an assignment as provided in the immediately preceding clause (B), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Defaulting Lender’s capacity as a Revolving Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such Defaulting Lender, accrued Commitment Fees (subject to Section 2.6(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.9 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure (including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.14), (D) if any unfunded Term Commitment is being terminated pursuant to this clause (iii), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Lender’s capacity as a Term Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Term Advances owed to such Defaulting Lender) but specifically excluding any amounts owing under Section 2.9 as result of such payment of such Advances), (E) a Defaulting Lender’s Revolving Commitment and unfunded Term Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments and the unfunded Term Commitments of all then existing Defaulting Lenders, and (F) such termination shall not be permitted if an Event of Default has occurred and is continuing. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Revolving Commitment and unfunded Term Commitment pursuant to this clause (iii) and the payment and deposit of amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender shall cease to be a “Revolving Lender” or a “Term Lender”, as applicable, hereunder for all purposes except that such Lender’s rights and obligations as a Revolving Lender or a Term Lender, as applicable, under Sections 2.10, 2.12, 8.9 and 9.1 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or “Term Lender”, as applicable, hereunder, (2) such Defaulting Lender’s Revolving Commitment and unfunded Term Commitment shall be deemed terminated, and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Revolving Lender” and “Term Lender”, as applicable, except as to its obligations under Section 8.9 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or “Term Lender”, as applicable, hereunder, provided that, any such termination will not be deemed to be a waiver or release of any claim that the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, (x) if no unfunded Term Commitment is then being terminated pursuant to this clause (iii), the termination of commitments, rights and obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender and (y) any termination of a Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) must occur concurrently with a termination of such Defaulting Lender’s unfunded Term Commitments. Notwithstanding anything herein to the contrary, the Non-Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, option to take an assignment as provided in Section 2.1(c)(iii)(B) may be exercised by a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of the Non-Defaulting Lender or in its sole and absolute discretion and nothing contained herein shall obligate any Non-Defaulting Lenders Lender to risk participate therein, will not cause (x) take any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentsassignment.

Defaulting Lender. Notwithstanding any provision of this Agreement to the foregoingcontrary, in if any Lender becomes a Defaulting Lender, then the event that at any time one or more Canadian Lenders following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) fees shall cease to accrue on the Revolving Loan Commitment of such Defaulting Lender pursuant to Section 2.14(c)(i); (b) the Commitments, no LC Issuer Loans and other Revolving Credit Obligations of such Defaulting Lender shall not be required included in determining whether the Required Lenders or Required Revolving Lenders have taken or may take any action hereunder (including any consent to make any Canadian LC Issuance unless either amendment, waiver or other modification pursuant to Section 9.03); provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby; (c) if any Swing Line Obligations or L/C Obligations exist at the time such Lender becomes a Defaulting Lender then: (i) all or any part of the Swing Line Obligations and L/C Obligations of such LC Issuer has entered into arrangements reasonably satisfactory to it and Defaulting Lender shall be reallocated among the Company to eliminate such LC Issuer’s risk non-Defaulting Lenders in accordance with respect their respective Pro Rata Shares of the Revolving Facility but only to the Canadian LC Participations extent the sum of the Defaulting Lender or all non-Defaulting Lenders, including by cash collateralizing ’ Revolving Credit Obligations plus such Defaulting Lender’s or Swing Line Obligations and L/C Obligations does not exceed the total of all non-Defaulting Lenders’ Canadian Commitment Percentage of Revolving Loan Commitments; (ii) if the Canadian LC Outstandings reallocation described in clause (it being understood that i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing Swing Line Obligations and (y) second, cash collateral to the Revolver Agent, collateralize for the benefit of such LC Issuer, each Issuing Bank only the Borrower’s obligations corresponding to secure such Defaulting Lender’s or L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 3.11 for so long as such L/C Obligations are outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.08 with respect to such Defaulting Lender’s L/C Obligations during the period such Defaulting Lender’s L/C Obligations are cash collateralized; (iv) if the L/C Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the fees payable to the Revolving Lenders pursuant to Section 3.08 shall be adjusted in accordance with such non-Defaulting Lenders’ Funding Percentage Pro Rata Shares of the Canadian Letter Revolving Facility; and (v) if all or any portion of Credit, a satisfactory arrangement); such Defaulting Lender’s L/C Obligations are neither reallocated nor cash collateralized pursuant to clause (i) or (ii) such Canadian LC Issuanceabove, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate thereinthen, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments.without prejudice

Defaulting Lender. Notwithstanding the foregoing, in the event that at any time one or more Canadian Lenders is a Defaulting Lender, no LC Issuer shall be required to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Global Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments.

Defaulting Lender. Notwithstanding (a) In addition to the foregoingrights and remedies that may be available to Administrative Agent or Borrower under this Agreement or applicable law, in the event that if at any time one or more Canadian Lenders any Lender is a Defaulting Lender, no LC Issuer shall be required to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage right to participate in the administration of the Canadian LC Outstandings Loan, this Agreement 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 Administrative Agent or to be taken into account in the calculation of the Required Lenders, shall be suspended while such Lender remains a Defaulting Lender. If any Lender is a Defaulting Lender because such Lender has failed to make timely payment to Administrative Agent of any amount required to be paid to Administrative Agent hereunder, in addition to other rights and remedies which Administrative Agent or Borrower may have under the immediately preceding provisions or otherwise, Administrative Agent shall be entitled (it being understood that such LC Issuer would consider the Company or i) to collect interest from such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, on such delinquent payment for the benefit period from the date on which the payment was due until the date on which the payment is made at the Lender Interest Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such LC Issuer, Defaulting Lender under this Agreement or any other Loan Document until such defaulted payment and related interest has been paid in full and such default no longer exists and (iii) to secure bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by Administrative Agent in respect of a Defaulting Lender shall not be paid to such Defaulting Lender and shall be held uninvested by Administrative Agent and either applied against the purchase price of such Defaulting Lender’s interest in the Loan under Subsection 9.16(b) hereof or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, a satisfactory arrangement); or (ii) paid to such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and upon the Company has undertaken, for the benefit default of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its CommitmentsDefaulting Lender being cured.

Defaulting Lender. Notwithstanding anything to the contrary contained herein, if any Lender becomes a Defaulting Lender, then during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including, but not limited to, any amendment, waiver or consent, provided that such Defaulting Lender’s consent shall be required in connection with any amendment, waiver, consent or other modification of this Agreement that would to the extent that such modification would increase the amount of or extend the maturity of such Defaulting Lender’s Commitments hereunder) with respect to any provision of the Loan Documents that requires the approval of Requisite Lenders or all affected lenders. During any Default Period with respect to a Defaulting Lender (a) fees shall cease to accrue on the unfunded portion of the commitment of such Defaulting Lender pursuant to subsection 2.3; (b) to the extent permitted by applicable law, any amounts that would otherwise be payable to such Defaulting Lender with respect to its Loans and Commitments under the Loan Documents (including, without limitation, voluntary and mandatory prepayments, interest and fees) may, in lieu of being distributed to such Defaulting Lender, at the written direction of Borrower to Administrative Agent, be retained by Administrative Agent and applied in the following order of priority: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent and to collateralize indemnification and reimbursement obligations of such Defaulting Lender in an amount reasonably determined by Administrative Agent, second, to the payment of any amounts owing by such Defaulting Lender to the Swing Line Lender, third, to the payment of any amounts owing by such Defaulting Lender to the Issuing Lender, fourth, to the funding of any Loan in respect of which the Defaulting Lender has failed to fund its portion thereof as required by this Agreement, fifth, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender as a result of the Defaulting Lender’s breach of its obligations under this Agreement, and sixth, to the payment of the Term Loans and Revolving Loans of other Lenders (but not to the Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender; (c) (i) such Defaulting Lender’s Revolving Loan Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Loan Commitment fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Loan Commitment fee pursuant to subsection 2.3 with respect to such Defaulting Lender’s Revolving Loan Commitment in respect of any Default Period with respect to such Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (ii) such Defaulting Lender’s TLF Commitments and outstanding Term Loans shall be excluded for purposes of calculating the Term Loan commitment fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Term Loan commitment fee pursuant to subsection 2.3 with respect to such Defaulting Lender’s TLF Commitment in respect of any Default Period with respect to such Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender); and (d) the Total Utilization of Revolving Loan Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this subsection 2.11, performance by Borrower of its obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of any Lender becoming a Defaulting Lender or the operation of this subsection 2.11. The rights and remedies against a Defaulting Lender under this subsection 2.11 are in addition to other rights and remedies which Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which Administrative Agent or any Lender may have against such Defaulting Lender with respect thereto. Notwithstanding the foregoing, nothing contained in this subsection 2.11 shall alter in any way the event Borrower’s obligations to repay any Defaulting Lender for Loans that at any time one or more Canadian Lenders is a Defaulting Lender, no LC Issuer it has actually funded. The Administrative Agent shall not be required to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect ascertain or inquire as to the Canadian LC Participations existence of the any Funds Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Insolvency Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments.

Defaulting Lender. Notwithstanding the foregoing, in the event that at any time one or more Canadian Lenders is a Defaulting Lender, no LC Issuer shall be required to make any Canadian Revolving Facility LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian Revolving Facility LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Funding Percentage of the Canadian Revolving Facility LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Global Agent, for the benefit of such applicable LC Issuer, to secure such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian applicable Revolving Facility Letter of Credit, a satisfactory arrangement); or (ii) such Canadian Revolving Facility LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian Revolving Facility LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian Revolving Facility LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian Revolving Facility LC Outstandings in excess of its Commitments.

Defaulting Lender. (a) Notwithstanding anything to the foregoingcontrary contained herein, in the event that at any time one or more Canadian Lenders Lender is a Defaulting Lender, no LC Issuer all rights and obligations hereunder of such Defaulting Lender and of the other parties hereto shall be required modified to make any Canadian LC Issuance unless either the extent of the express provisions of this Section 2.22 so long as such Lender is a Defaulting Lender. (b) (i) Except as otherwise expressly provided for in this Section 2.22, (x) Revolving Advances shall be made pro rata from Lenders holding Revolving Commitments which are not Defaulting Lenders based on their respective Revolving Commitment Percentages, and no Revolving Commitment Percentage of any Lender or any pro rata share of any Revolving Advances required to be advanced by any Lender shall be increased as a result of any Lender being a Defaulting Lender and (y) Equipment Loans shall be made pro rata from Lenders holding Equipment Loan Commitments which are not Defaulting Lenders based on their respective Equipment Loan Commitment Percentages, and no Equipment Loan Commitment Percentage of any Lender or any pro rata share of any Equipment Loans required to be advanced by any Lender shall be increased as a result of any Lender being a Defaulting Lender. Amounts received in respect of principal of any type of Revolving Advances or Equipment Loans, as applicable shall be applied to reduce such LC Issuer has entered into arrangements reasonably satisfactory type of Revolving Advances or Equipment Loans, as applicable of each Lender (other than any Defaulting Lender) holding a Revolving Commitment or an Equipment Loan Commitment, as applicable in accordance with their Revolving Commitment Percentages or Equipment Loan Commitment Percentages, as applicable; provided, that, Agent shall not be obligated to it and the Company transfer to eliminate such LC Issuera Defaulting Lender any payments received by Agent for Defaulting Lender’s risk with respect benefit, nor shall a Defaulting Lender be entitled to the Canadian LC Participations sharing of the any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or Defaulting Lendersretained by Agent. Agent may hold and, including in its discretion, re-lend to a Borrower the amount of such payments received or retained by cash collateralizing it for the account of such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage . (ii) Certain fees contained in the Fee Letter shall cease to accrue in favor of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender. (iii) If any Swing Loans are outstanding or any Letters of Credit (or drawings under any Letter of Credit for which Issuer has not been reimbursed) are outstanding or exist at the time any such Lender holding a Revolving Commitment becomes a Defaulting Lender, then: (A) Defaulting Lender’s or Defaulting Lenders’ Funding Percentage Participation Commitment in the outstanding Swing Loans and of the Canadian Letter Maximum Undrawn Amount of Credit, a satisfactory arrangement); or (ii) all outstanding Letters of Credit shall be reallocated among Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Revolving Commitment Percentages of such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender or Non-Defaulting Lenders to risk participate therein, will not cause the extent (but only to the extent) that (x) such reallocation does not cause the aggregate sum of outstanding Revolving Advances made by any Canadian such Non-Defaulting Lender holding a Revolving Commitment plus such Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments.reallocated Participation

Defaulting Lender. Notwithstanding SECOND AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 49 (a) Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the foregoingperiod it remains, in the event that at any time one or more Canadian Lenders is a Defaulting Lender, no LC Issuer the following provisions shall be required to make any Canadian LC Issuance unless either apply: (i) in the case of each Defaulting Lender, the ratable portion of such LC Issuer has entered into Defaulting Lender with respect to any such outstanding Obligations will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Lenders that are Non-Defaulting Lenders pro rata in accordance with such Non-Defaulting Lenders’ respective Commitments; provided, that (A) the sum of each Non-Defaulting Lender’s ratable portion of the Total Outstandings may not in any event exceed the Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing Bank, any Swing Loan Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the ratable portion of such Defaulting Lender with respect to any such outstanding and future Letter of Credit Obligations and Swing Loans cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the U.S. Borrower will, not later than 5 Business Days after demand by the Administrative Agent (at the direction of the Issuing Banks and/or the Swing Loan Lender, as the case may be), (A) Cash Collateralize (pursuant to procedures similar to those detailed in Section 7.02 and reasonably acceptable to the Administrative Agent) the Obligations of the Borrowers to the Issuing Banks and the Swing Loan Lender in respect of such Obligations or (B) make other arrangements reasonably satisfactory to it the Administrative Agent, and to the Issuing Banks and the Company Swing Loan Lender, as the case may be, in their reasonable discretion, to eliminate protect them against the risk of non-payment by such LC Issuer’s risk with respect Defaulting Lender; and (iii) in the case of each Defaulting Lender, any amount paid by the U.S. Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until (subject to Section 2.05(c)) the termination of the Commitments and payment in full of all the Obligations and will be applied by the Administrative Agent, to the Canadian LC Participations fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Bank or any Swing Loan Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, including by cash collateralizing Lenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Swing Loan Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure against such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage , ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the Canadian Letter payment of Credit, a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account fees then due and payable to the potential failure of the Defaulting Lender or Non-Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit as a result of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments.Defaulting

Defaulting Lender. Notwithstanding (a) Administrative Agent shall notify in writing (such written notice being referred to as the foregoing, in “Default Notice”) the event that at Mortgage Loan Borrower (for Mortgage Loan advances) and each non-Defaulting Lender if any time one or more Canadian Lenders Lender is a Defaulting Lender. Each non-Defaulting Lender shall have the right, but in no LC Issuer shall be required event or under any circumstance the obligation, to make any Canadian LC Issuance unless either fund such Defaulting Lender Amount, provided that within twenty (i20) days after the date of the Default Notice (the “Election Period”), such LC Issuer has entered into arrangements reasonably satisfactory non-Defaulting Lender or Lenders (each such Lender, an “Electing Lender”) irrevocably commit(s) by notice in writing (an “Election Notice”) to it Administrative Agent, the other Lenders and Mortgage Loan Borrower to fund the Company Defaulting Lender Amount and to eliminate such LC Issuerassume the Defaulting Lender’s risk obligations with respect to the Canadian LC Participations advancing of the entire undisbursed portion of the Defaulting Lender’s principal obligations under this Addendum (such entire undisbursed portion of the Defaulting Lender’s principal obligations under this Addendum, including its portion of the Payment Amount that is the subject of the default, is hereinafter referred to as the “Defaulting Lender Obligation”). If Administrative Agent receives more than one Election Notice within the Election Period, then the commitment to fund the Defaulting Lender Amount and the Defaulting Lender Obligation shall be apportioned pro rata among the Electing Lenders in the proportion that the amount of each such Electing Lender’s Mortgage Loan Commitment bears to the total Mortgage Loan Commitments of all Electing Lenders. If the Defaulting Lender fails to pay the Defaulting Lender Payment Amount within the Election Period, the Electing Lender or Lenders, as applicable, shall be automatically obligated to fund the Defaulting Lender Amount and Defaulting Lender Obligation (and Defaulting Lender shall no longer be entitled to fund such Defaulting Lender Amount and Defaulting Lender Obligation) within three (3) Business Days following the expiration of the Election Period to reimburse Administrative Agent or make payment to the Mortgage Loan Borrower, as applicable. Notwithstanding anything to the contrary contained herein, if Administrative Agent has funded the Defaulting Lender Amount, Administrative Agent shall be entitled to reimbursement for its portion of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, Payment Amount pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its CommitmentsSection 1.7(b).

Defaulting Lender. Notwithstanding anything to the foregoingcontrary contained herein, in the event that at any time one or more Canadian Lenders Lender is a Defaulting Lender, no LC Issuer all rights and obligations hereunder of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.22 so long as such Lender is a Defaulting Lender. Except as otherwise expressly provided for in this Section 2.22, Revolving Advances shall be made pro rata from Revolving Lenders which are not Defaulting Lenders based on their respective Revolving Commitment Percentages, and no Revolving Commitment Percentage of any Revolving Lender or any pro rata share of any Revolving Advances required to make be advanced by any Canadian LC Issuance unless either Revolving Lender shall be increased as a result of any Lender being a Defaulting Lender. Amounts received in respect of principal of any type of Revolving Advances shall be applied to reduce such type of Revolving Advances of each Revolving Lender (iother than any Defaulting Lender) in accordance with their Revolving Commitment Percentages; provided, that, Administrative shall not be obligated to transfer to a Defaulting Lender any payments received by Administrative Agent for Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Administrative Agent. Administrative Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments received or retained by it for the account of such Defaulting Lender. Fees pursuant to Section 3.3 hereof shall cease to accrue in favor of such Defaulting Lender. if any Swing Loans are outstanding or any Letters of Credit (or drawings under any Letter of Credit for which Issuer has not been reimbursed) are outstanding or exist at the time any such Revolving Lender becomes a Defaulting Lender, then: Defaulting Lender’s Participation Commitment in the outstanding Swing Loans and of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated among Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Revolving Commitment Percentages of such Non-Defaulting Lenders to the extent (but only to the extent) that (x) such LC Issuer reallocation does not cause the aggregate sum of outstanding Revolving Advances made by any such Non-Defaulting Revolving Lender plus such Revolving Lender’s reallocated Participation Commitment in the outstanding Swing Loans plus such Revolving Lender’s reallocated Participation Commitment in the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the Revolving Commitment Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has entered into arrangements reasonably satisfactory occurred and is continuing at such time; if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within three Business Days following notice by Administrative Agent (x) first, prepay any outstanding Swing Loans that cannot be reallocated, and (y) second, cash collateralize for the benefit of Issuer, Borrowers’ obligations corresponding to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2(b) for so long as such Obligations are outstanding; if Borrowers cash collateralize any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit pursuant to clause (B) above, Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of Maximum Undrawn Amount of all Letters of Credit during the period such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit are cash collateralized; if Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated pursuant to clause (A) above, then the fees payable to Revolving Lenders pursuant to Section 3.2(a) shall be adjusted and reallocated to Non-Defaulting Revolving Lenders in accordance with such reallocation; and if all or any portion of such Defaulting Lenders’ Canadian Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is neither reallocated nor cash collateralized pursuant to clauses (A) or (B) above, then, without prejudice to any rights or remedies of Issuer or any other Lender hereunder, all Letter of Credit Fees payable under Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral Maximum Undrawn Amount of all Letters of Credit shall be payable to the Revolver Agent, for the benefit of such LC Issuer, Issuer (and not to secure such Defaulting Lender’s ) until (and then only to the extent that) such Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized; and so long as any Revolving Lender is a Defaulting Lender, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or Defaulting Lenders’ Funding Percentage of the Canadian increase any Letter of Credit, unless such Issuer is satisfied that the related exposure and Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit and all Swing Loans (after giving effect to any such issuance, amendment, increase or funding) will be fully allocated to Non-Defaulting Lenders holding Revolving Commitments and/or cash collateral for such Letters of Credit will be provided by Borrowers in accordance with clause (A) and (B) above, and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a satisfactory arrangementmanner consistent with Section 2.22(b)(iii)(A) above (and such Defaulting Lender shall not participate therein). A Defaulting Lender shall not be entitled to give instructions to Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents, and all amendments, waivers and other modifications of this Agreement and the Other Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Advances, a Revolving Commitment Percentage or a Term Loan Commitment Percentage; provided, that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification described in clauses (i) or (ii) of Section 16.2(b). Other than as expressly set forth in this Section 2.22, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Administrative Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.22 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter such Canadian LC Issuanceobligations, taking into account shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which any Borrower, Administrative Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder. In the potential failure event that Administrative Agent, Borrowers, Swing Loan Lender, and Issuer agree in writing that a Defaulting Lender that is a Revolving Lender or Term Loan Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then Administrative Agent will so notify the parties hereto, and, if such cured Defaulting Lender is a Revolving Lender, then Participation Commitments of Revolving Lenders (including such cured Defaulting Lender) of the Defaulting Swing Loans and Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated to reflect the inclusion of such Revolving Lender’s Revolving Commitment, and on such date such Revolving Lender shall purchase at par such of the Revolving Advances of the other Revolving Lenders as Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Advances in accordance with its Revolving Commitment Percentage. If Swing Loan Lender or Defaulting Lenders Issuer has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to risk participate thereinextend credit, will Swing Loan Lender shall not cause (x) be required to fund any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Swing Loans and Canadian LC Outstandings Issuer shall not be required to issue, amend or increase any Letter of Credit, unless Swing Loan Lender or Issuer, as the case may be, shall have entered into arrangements with Borrowers or such Lender, satisfactory to Swing Loan Lender or Issuer, as the case may be, to defease any risk to it in excess of its Commitments, and the Company has undertaken, for the benefit respect of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its CommitmentsLender hereunder.

Defaulting Lender. Notwithstanding any provision of this Agreement to the foregoingcontrary, in the event that at if any time one or more Canadian Lenders Revolving Lender becomes a Defaulting Lender, then so long as such Revolving Lender is a Defaulting Lender: (a) if any Swing Line Exposure or LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender, the Borrower shall within one Business Day following notice by the Administrative Agent (i) first, prepay such Swing Line Exposure (or, if the Swing Line Lenders shall agree, cash collateralize 100% of such Defaulting Lender’s Swing Line Exposure (other than the portion of such Swing Line Exposure referred to in clause (b) of the definition of such term) therein and otherwise in accordance with the procedures set forth in Section 2.04(k) for so long as such Swing Line Exposure is outstanding) and (ii) second, cash collateralize such Defaulting Lender’s LC Exposure in an amount equal to 100% of such LC Exposure and otherwise in accordance with the procedures set forth in Section 2.04(k) for so long as such LC Exposure is outstanding; (b) no LC Issuer Swing Line Lender shall be required to make fund any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it Swing Line Loan and the Company Issuing Lender shall not be required to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender issue, amend or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian increase any Letter of Credit, a satisfactory arrangementunless it is satisfied that the related exposure therein of such Defaulting Lender will be 100% cash collateralized by the Borrower in accordance with this Section; (c) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.10(a); or and (iid) the Revolving Exposure and unused Revolving Commitment of such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.02); provided, that this clause (d) shall not apply to the vote of a Defaulting Lenders to risk participate thereinLender in the case of an amendment, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment waiver or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and other modification requiring the Company has undertaken, for the benefit consent of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans Lender or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentseach Lender affected thereby.

Defaulting Lender. Notwithstanding Anything contained herein to the foregoingcontrary notwithstanding, in the event that any Lender at any time one or more Canadian Lenders is a Defaulting Lender, no LC Issuer shall be required to make then (a) during any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk Defaulting Lender Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the Canadian LC Participations granting of any consents or waivers) with respect to any of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing Loan Documents and such Defaulting Lender’s or Defaulting Revolving Credit Commitment shall be excluded for purposes of determining “Required Lenders’ Canadian Commitment Percentage ” (provided that the foregoing shall not permit an increase in such Lender’s Revolving Credit Commitment, an extension of the Canadian LC Outstandings maturity date of such Lender’s Loans or other Obligations, a reduction in the amount of any principal of any Obligation hereunder owing to such Lender or any amendment which affects solely such Lender without such Lender’s consent); (it being understood that b) to the extent permitted by applicable law, until such LC Issuer would consider time as the Company or Defaulting Lender Excess with respect to such Defaulting Lender or Defaulting Lenders providing cash collateral shall have been reduced to zero, any voluntary prepayment of the Loans shall, if the Administrative Agent so directs at the time of making such voluntary prepayment, be applied to the Revolver Agent, for the benefit Loans of other Lenders as if such LC Issuer, to secure Defaulting Lender had no Loans outstanding; (c) such Defaulting Lender’s or Revolving Credit Commitment and outstanding Loans shall be excluded for purposes of calculating any commitment fee payable to Lenders pursuant to Section 2.1 hereof in respect of any day during any Defaulting Lenders’ Funding Percentage Lender Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 hereof with respect to such Defaulting Lender’s Revolving Credit Commitment in respect of the Canadian any Defaulting Lender Period with respect to such Defaulting Lender (and any Letter of Credit, Credit fee otherwise payable to a satisfactory arrangementLender who is a Defaulting Lender shall instead be paid to the L/C Issuer for its use and benefit); or (iid) the utilization of Revolving Credit Commitment as at any date of determination shall be calculated as if such Canadian LC Issuance, taking into account Defaulting Lender had funded all Loans of such Defaulting Lender; and (e) if so requested by the potential failure of L/C Issuer at any time during the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder Period with respect to such Defaulting Lender, the Borrower shall deliver to the Administrative Agent cash collateral in an amount equal to such Defaulting Lender’s Revolver Percentage of L/C Obligations then outstanding (to be held by the Administrative Agent as set forth in Section 9.4 hereof). No Revolving Loans and Canadian LC Outstandings Credit Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in excess this Section 1.16, performance by the Borrower of its Commitments, obligations hereunder and the Company has undertaken, for other Loan Documents shall not be excused or otherwise modified as a result of the benefit operation of this Section 1.16. The rights and remedies against a Defaulting Lender under this Section 1.16 are in addition to other rights and remedies which the Borrower may have against such LC Issuer, pursuant to an instrument reasonably satisfactory in form Defaulting Lender and substance to which the Administrative Agent or any Lender may have against such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its CommitmentsDefaulting Lender.

Defaulting Lender. Notwithstanding the foregoing, in the event that at At any time one or more Canadian Lenders when a Lender is then a Defaulting Lender, no LC Issuer shall be required the Borrower, at the Borrower’s election, may elect to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing terminate such Defaulting Lender’s Revolving Commitment hereunder or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s Term Commitment; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment or Term Commitment, (B) the Non-Defaulting Lenders shall each have the option to accept an assignment of the Defaulting Lender’s Revolving Commitment or Term Commitment pursuant to Section 2.13 in lieu of a termination of Commitments pursuant to this Section 2.1(c)(iii), (C) to the extent that the Non-Defaulting Lenders do not take an assignment as provided in the immediately preceding clause (B), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Defaulting Lender’s capacity as a Revolving Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such Defaulting Lender, accrued Commitment Fees (subject to Section 2.6(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.9 as result of such repayment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure (other than any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.14), (D) if any Term Commitment is being terminated pursuant to this clause (iii), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Lender’s capacity as a Term Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Term Advances owed to such Defaulting Lender, and accrued Commitment Fees (subject to Section 2.6(a)) but specifically excluding any amounts owing under Section 2.9 as result of such payment of such Advances), (E) a Defaulting Lender’s Revolving Commitment and unused Term Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments and the unused Term Commitments of all then existing Defaulting Lenders, and (F) such termination shall not be permitted if an Event of Default has occurred and is continuing. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Revolving Commitment and Term Commitment pursuant to this clause (iii) and the payment and deposit of amounts required to be made by the Borrower under clause (C) above, (1) such Defaulting Lender shall cease to be a “Revolving Lender” or a “Term Lender”, as applicable, hereunder for all purposes except that such Lender’s rights and obligations as a Revolving Lender or a Term Lender, as applicable, under Sections 2.10, 2.12, 8.9 and 9.1 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or “Term Lender”, as applicable, hereunder, (2) such Defaulting Lender’s Revolving Commitment and Term Commitment shall be deemed terminated, and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Revolving Lender” and a “Term Lender” ,as applicable, except as to its obligations under Section 8.9 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or a “Term Lender”, as applicable, hereunder, provided that, any such termination will not be deemed to be a waiver or release of any claim that the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, (x) if no Term Commitment is then being terminated pursuant to this clause (iii), the termination of commitments, rights and obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender, and (z) any termination of a Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) must occur concurrently with a termination of such Defaulting Lender’s Term Commitments. Notwithstanding anything herein to the contrary, the Non-Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, option to take an assignment as provided in Section 2.1(c)(iii)(B) may be exercised by a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of the Non-Defaulting Lender or in its sole and absolute discretion and nothing contained herein shall obligate any Non-Defaulting Lenders Lender to risk participate therein, will not cause (x) take any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentsassignment.

Defaulting Lender. Notwithstanding the foregoing, in In the event that at any time one or more Canadian Lenders is of a Defaulting Lender, no LC Issuer shall be required the Borrower, at the Borrower’s election may elect to make any Canadian LC Issuance unless either terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such LC Issuer termination must be of the Defaulting Lender’s entire Commitment, (ii) subject to the set-off rights set forth in the immediately following sentence, the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount required pursuant to Section 2.18(c) in respect of the unallocated portion of such Defaulting Lender’s ratable share of the Letter of Credit Exposure; (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has entered into arrangements reasonably satisfactory elected, or is then electing, to it and terminate the Company Commitments of all then existing Defaulting Lenders. With respect to eliminate such LC Issuer’s risk the amounts described in clause (ii) above which would be payable by the Borrower to the Defaulting Lender (but not including any deposits that the Borrower is required to make with respect to the Canadian LC Participations Letter of Credit Exposure), the Borrower may set-off and apply any Hedge Termination Amount then owing and due and payable to the Defaulting Lender under any Hedge Contract that has been terminated to the extent such set-off is permitted under such Hedge Contract. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this Section 2.04(c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations under Sections 2.13, 2.14, 8.07, and 9.03(b) shall continue with respect to events and occurrences occurring before or Defaulting Lendersconcurrently with its ceasing to be a “Lender” hereunder, including by cash collateralizing (B) such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings shall be deemed terminated, and (it being understood that such LC Issuer would consider the Company or C) such Defaulting Lender shall be relieved of its obligations hereunder except as to its obligations under Section 8.07 shall continue with respect to events and occurrences occurring before or Defaulting Lenders providing cash collateral concurrently with its ceasing to be a “Lender” hereunder; provided that, any such termination will not be deemed to be a waiver or release of any claim by Borrower, the Revolver Administrative Agent, for the benefit of such LC IssuerIssuing Lender, to secure the Swing Line Lender or any other Lender may have against such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage . Any reduction and termination of the Canadian Letter of CreditCommitments pursuant to this Section 2.04(c) shall be permanent, a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure with no obligation of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) reinstate such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments.

Defaulting Lender. Notwithstanding any provision of this Agreement to the foregoingcontrary, in the event that at if any time one or more Canadian Lenders Revolving Lender becomes a Defaulting Lender, then so long as such Revolving Lender is a Defaulting Lender: (a) if any Swing Line Exposure or LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender, no LC Issuer the Borrower shall be required to make any Canadian LC Issuance unless either within one Business Day following notice by the Administrative Agent (i) first, prepay such LC Issuer has entered into arrangements reasonably satisfactory to it and Swing Line Exposure (or, if the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations Swing Line Lenders shall agree, cash collateralize 100% of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage Swing Line Exposure (other than the portion of such Swing Line Exposure referred to in clause (b) of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit definition of such LC Issuerterm) therein and otherwise in accordance with the procedures set forth in Section 2.04(k) for so long as such Swing Line Exposure is outstanding) and (ii) second, to secure cash collateralize such Defaulting Lender’s LC Exposure in an amount equal to 100% of such LC Exposure and otherwise in accordance with the procedures set forth in Section 2.04(k) for so long as such LC Exposure is outstanding; and (b) xxxxx Swing Line Lender shall not be required to fund any Swing Line Loan and the Issuing Lender shall not be required to issue, amend or Defaulting Lenders’ Funding Percentage of the Canadian increase any Letter of Credit, a satisfactory arrangementunless it is satisfied that the related exposure therein of such Defaulting Lender will be 100% cash collateralized by the Borrower in accordance with this Section.; (c) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.10(a); or and (iid) the Revolving Exposure and unused Revolving Commitment of such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.02); provided, that this clause (d) shall not apply to the vote of a Defaulting Lenders to risk participate thereinLender in the case of an amendment, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment waiver or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and other modification requiring the Company has undertaken, for the benefit consent of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans Lender or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentseach Lender affected thereby.

Defaulting Lender. Notwithstanding the foregoing, in In the event that at any time one or more Canadian Lenders is of a Defaulting Lender, no LC Issuer shall be required the Borrower, at the Borrower's election may elect to make any Canadian LC Issuance unless either terminate such Defaulting Lender's Commitment hereunder; provided that (i) such LC Issuer termination must be of the Defaulting Lender's entire Commitment, (ii) subject to the set-off rights set forth in the immediately following sentence, the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender's ratable share of the Letter of Credit Exposure, including any such Letter of Credit Exposure that has entered into arrangements reasonably satisfactory been reallocated pursuant to it Section 2.17(c)(i); (iii) a Defaulting Lender's Commitment may be terminated by the Borrower under this Section 2.04(e) if and only if at such time, the Company Borrower has elected, or is then electing, to eliminate such LC Issuer’s risk terminate the Commitments of all then existing Defaulting Lenders. With respect to the amounts described in clause (ii) above which would be payable by the Borrower to the Defaulting Lender (but not including any deposits that the Borrower is required to make with respect to the Canadian LC Participations Letter of Credit Exposure), the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or Borrower may set-off and apply any amounts owing from such Defaulting Lender or Defaulting Lenders providing cash collateral Affiliate thereof to the Revolver AgentBorrower under any Hedge Contract against any such amounts payable to the Defaulting Lender. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower's election to terminate a Defaulting Lender's Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a "Lender" hereunder for the benefit of all purposes except that such LC IssuerLender's rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to secure events and occurrences occurring before or concurrently with its ceasing to be a "Lender" hereunder, (B) such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit's Commitment shall be deemed terminated, a satisfactory arrangement); or and (iiC) such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate thereinshall be relieved of its obligations hereunder, provided that, any such termination will not cause (x) be deemed to be a waiver or release of any Canadian claim by Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments.

Defaulting Lender. Notwithstanding the foregoing, in the event that at At any time one or more Canadian Lenders when a Lender is then a Defaulting Lender, no LC Issuer shall be required the Borrower, at the Borrower’s election, may elect to make any Canadian LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing terminate such Defaulting Lender’s Revolving Commitment hereunder or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s CapEx Commitment,;; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment or CapEx Commitment, (B) the Non-Defaulting Lenders shall each have the option to accept an assignment of the Defaulting Lender’s Revolving Commitment or CapEx Commitment pursuant to Section 2.13 in lieu of a termination of Commitments pursuant to this Section 2.1(c)(iii), (C) to the extent that the Non-Defaulting Lenders do not take an assignment as provided in the immediately preceding clause (B), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Defaulting Lender’s capacity as a Revolving Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such Defaulting Lender, accrued Commitment Fees (subject to Section 2.6(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.9 as result of such repayment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure (other than any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.14), (D) if any CapEx Commitment is being terminated pursuant to this clause (iii), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Lender’s capacity as a CapEx Lender under this Agreement and under the other Credit Documents (including principal of and interest on the CapEx Advances owed to such Defaulting Lender, and accrued Commitment Fees (subject to Section 2.6(a)) but specifically excluding any amounts owing under Section 2.9 as result of such payment of such Advances), (E) a Defaulting Lender’s Revolving Commitment and unused CapEx Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments and the unused CapEx Commitments of all then existing Defaulting Lenders, and (F) such termination shall not be permitted if an Event of Default has occurred and is continuing. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Revolving Commitment and CapEx Commitment pursuant to this clause (iii) and the payment and deposit of amounts required to be made by the Borrower under clause (C) above, (1) such Defaulting Lender shall cease to be a “Revolving Lender” or a “CapEx Lender”, as applicable, hereunder for all purposes except that such Lender’s rights and obligations as a Revolving Lender or a CapEx Lender, as applicable, under Sections 2.10, 2.12, 8.9 and 9.1 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or “CapEx Lender”, as applicable, hereunder, (2) such Defaulting Lender’s Revolving Commitment and CapEx Commitment shall be deemed terminated, and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Revolving Lender” and a “CapEx Lender” ,as applicable, except as to its obligations under Section 8.9 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or a “CapEx Lender”, as applicable, hereunder, provided that, any such termination will not be deemed to be a waiver or release of any claim that the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, (x) the termination of commitments, rights and obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender, (y) if no CapEx Commitment is then being terminated pursuant to this clause (iii), the termination of commitments, rights and obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a CapEx Lender, and (z) any termination of a Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) must occur concurrently with a termination of such Defaulting Lender’s CapEx Commitments. Notwithstanding anything herein to the contrary, the Non-Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, option to take an assignment as provided in Section 2.1(c)(iii)(B) may be exercised by a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of the Non-Defaulting Lender or in its sole and absolute discretion and nothing contained herein shall obligate any Non-Defaulting Lenders Lender to risk participate therein, will not cause (x) take any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitmentsassignment.

Defaulting Lender. Notwithstanding the foregoing, in the event that at any time one or more Canadian Lenders is a Defaulting LenderLender Default exists, no LC Issuer shall be required to make any Canadian Revolving Facility LC Issuance unless either (i) such LC Issuer has entered into arrangements reasonably satisfactory to it and the Company to eliminate such LC Issuer’s risk with respect to the Canadian Revolving Facility LC Participations of the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings (it being understood that such LC Issuer would consider the Company or such Defaulting Lender or Defaulting Lenders providing cash collateral to the Revolver Agent, for the benefit of such LC Issuer, to secure such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, a satisfactory arrangement)Revolving Facility LC Outstandings; or (ii) such Canadian Revolving Facility LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian Revolving Facility LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian Revolving Facility LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian Revolving Facility LC Outstandings in excess of its Commitments.

Defaulting Lender. Notwithstanding the foregoing, in In the event that at any time one or more Canadian Lenders is of a Defaulting Lender, no LC Issuer shall be required the Borrower, at the Borrower’s election may elect to make any Canadian LC Issuance unless either terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such LC Issuer termination must be of the Defaulting Lender’s entire Commitment, (ii) subject to the set-off rights set forth in the immediately following sentence, the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, including any such Letter of Credit Exposure that has entered into arrangements reasonably satisfactory been reallocated pursuant to it Section 2.17(c)(i); (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(e) if and only if at such time, the Company Borrower has elected, or is then electing, to eliminate such LC Issuer’s risk terminate the Commitments of all then existing Defaulting Lenders. With respect to the amounts described in clause (ii) above which would be payable by the Borrower to the Defaulting Lender (but not including any deposits that the Borrower is required to make with respect to the Canadian LC Participations Letter of Credit Exposure), the Borrower may set-off and apply any amounts owing from such Defaulting Lender or Affiliate thereof to the Borrower under any Hedge Contract against any such amounts payable to the Defaulting Lender. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or Defaulting Lendersconcurrently with its ceasing to be a “Lender” hereunder, including by cash collateralizing (B) such Defaulting Lender’s or Defaulting Lenders’ Canadian Commitment Percentage of the Canadian LC Outstandings shall be deemed terminated, and (it being understood that such LC Issuer would consider the Company or C) such Defaulting Lender shall be relieved of its obligations hereunder, provided that, any such termination will not be deemed to be a waiver or Defaulting Lenders providing cash collateral to release of any claim by Borrower, the Revolver Agent, for the benefit of such LC Issuer, to secure Administrative Agent or any Lender may have against such Defaulting Lender’s or Defaulting Lenders’ Funding Percentage of the Canadian Letter of Credit, a satisfactory arrangement); or (ii) such Canadian LC Issuance, taking into account the potential failure of the Defaulting Lender or Defaulting Lenders to risk participate therein, will not cause (x) any Canadian Lender’s Canadian Sub-Facility Exposure to exceed its respective Canadian Commitment or (y) such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an instrument reasonably satisfactory in form and substance to such LC Issuer, not to thereafter incur Revolving Loans or Canadian LC Outstandings hereunder that would cause such LC Issuer to incur aggregate credit exposure hereunder with respect to Revolving Loans and Canadian LC Outstandings in excess of its Commitments.