Common use of Defaulting Lender Clause in Contracts

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason Anything contained herein to the contrary notwithstanding, in the event that any Lender shall fail or refuse (any such Lender being a "DEFAULTING LENDER") defaults (a "FUNDING DEFAULT") in its obligation to abide by its obligations under fund any Loan (a "DEFAULTED LOAN") in accordance with the terms of this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, then (i) 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, and any Default Period (iias defined below) 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 amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed with respect to such Defaulting Lender, such Defaulting Lender shall not be retained deemed a "Lender" for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents (provided, however, that nothing in this clause (i) shall be construed as permitting, without the consent of the relevant Defaulting Lender, a reduction in the principal amount of such Defaulting Lender's funded Loans or other outstanding funded Obligations, an increase in the amount of such Lender's Commitment, or an extension of the Maturity Date), (ii) to the extent permitted by applicable law, until such time as the Default Excess (as defined below) with respect to such Defaulting Lender shall have been reduced to zero, any payment of amounts with respect to the Loans shall be applied first, to amounts funded by Administrative Agent or other Lenders (together with unpaid interest accrued thereon) in lieu of such amounts required to be funded by Defaulting Lenders and second, to the Loans of other Lenders (other than any other Defaulting Lenders) as cash collateral for future funding obligations of the if such Defaulting Lender (and any other Defaulting Lenders) had no Loans outstanding and the Loan Exposure of such Defaulting Lender were zero, (iii) such Defaulting Lender's Commitment, Loans and Pro Rata Share with respect thereto shall be excluded for purposes of calculating the commitment fee in respect of any Loan or existing or future participating interest in day during any Swing Line Loan or Letter of Credit. The Default Period with respect to such Defaulting Lender’s decision-making , and participation rights and rights such Defaulting Lender shall not be entitled to payments as set forth receive any such commitment fee with respect to such Defaulting Lender's Commitments in clauses (i) respect of any Default Period with respect to such Defaulting Lender, and (iiiv) hereinabove the Total Utilization of Commitments as at any date of determination shall be restored only upon the payment by the calculated as if such Defaulting Lender had funded all Defaulted Loans of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidDefaulting Lender.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of become a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereofDefaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) subject to Section 10.01 only with respect to the 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, and (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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b2.14(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Committed Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (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 Committed 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 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 Committed Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b2.14(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its payment and/or funding obligations under this Agreement, including including, without limitation limitation, its obligation to make available to Administrative Agent its Applicable Revolving Line Commitment Percentage of any LoansAdvances and/or its Term Loan Commitment Percentage of any Term Loan Advance, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereofthereof (such Lender is referred to herein as a “Defaulting Lender”), then, in addition to the rights and remedies that may be available to the other Credit PartiesLenders, the Loan Parties Borrower or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan PartiesBorrower, whether on account of outstanding LoansAdvances, Term Loan Advances, 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 payments, Lenders’ respective Applicable Commitment 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 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 Advance and/or Term Loan or existing or future participating interest in any Swing Line Loan or Letter of CreditAdvance. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b2.5(g) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its Applicable Percentage discretion. With respect to the payment of any Loansfunds from Agent to a Lender or from a Lender to Agent, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from party failing to make the Administrative Agent of written notice thereof, then, in addition full payment when due pursuant to the rights and remedies that may be available to terms hereof shall, on demand by the other Credit Partiesparty, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan Parties or payment in respect of an LC Obligation shall not relieve any other party at law Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in equityrespect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and not at limitation thereof, solely for purposes of (i) such Defaulting Lender’s right voting upon or consenting to participate in amendments, waivers, actions or inactions under any of the administration ofLoan Documents, or decision-making rights related to, with respect to the Collateral or any Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a Defaulting defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment 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 be zero (iii) at the option of the Administrative Agent, any 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 existing or future participating interest in any Swing Line Loan or Letter of Credit0). The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove provisions of this Section 4.2 shall be restored only upon solely for the payment benefit of Agent and Lenders and may not be enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrowers.

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative the applicable Agent or Bank of America or Bank of America-Canada Branch that is required hereunder, the applicable Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as the applicable Agent may elect in its Applicable Percentage sole discretion. With respect to the payment of any Loansfunds from the applicable Agent to a Lender or from a Lender to the applicable Agent, expenses the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate, with respect to payment owing to or setoff from a U.S. Revolver Lender or purchase the Canadian Prime Rate, with respect to payments owing to or from a Canadian Revolver Lender. The failure of any Lender to fund its Applicable Percentage portion of any Loan or payment in respect of a participation interest in the Swing Line Loans or L/C Borrowings Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Loan or payment in respect of a L/C Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of a L/C Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations (other than matters described in Section 13.9.1(c)) and determining a defaulting Lender’s Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender Commitment shall be deemed to have assigned any and all payments due to it from be zero (0). The provisions of this Section 4.2 shall be solely for the Loan Parties, whether on account benefit 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 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, Canadian Agent and Lenders and may not be retained enforced by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrowers.

Defaulting Lender. (a) If Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers to Agent for any reason any Lender shall fail or refuse to abide by its obligations under this Agreementthe Defaulting Lender’s benefit, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loansand, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and absence of such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition transfer to the rights and remedies that may be available Defaulting Lender, Agent shall promptly transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Commitments (but only to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) extent that such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or Advance was funded by the other Lenders) or, if so directed by Administrative Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender’s Advance was not funded by the other Lenders), retain the same to be re-advanced to Borrowers as if such Defaulting Lender had made Advances to applicable Borrowers. Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to the applicable Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents shall be suspended during the pendency of and for calculating Unused Line Fees pursuant to Section 2.10(a), such failure or refusal, and (ii) a Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have assigned any been declared or shall have become immediately due and all payments due to it from payable, (y) the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application toLenders, Agent 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 Administrative Borrower shall have returned to those waived such Defaulting Lender’s default in effect immediately prior to such delinquency and without giving effect to writing, or (z) the nonpayment causing such delinquency, and (iii) at the option Defaulting Lender makes its Pro Rata Share of the Administrative Agentapplicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, any amount payable to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder (whether on account to Agent or to Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of principalthis Agreement and shall entitle Administrative Borrower at its option, interestupon written notice to Agent, fees or otherwise) shall, in lieu to arrange for a substitute Lender to assume the Commitment of being distributed to such Defaulting Lender, such substitute Lender to be retained by reasonably acceptable to Agent and an Eligible Transferee. In connection with the Administrative Agent as cash collateral for future funding obligations arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in respect favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations) without any premium or penalty of any Loan or existing or future participating interest in kind whatsoever; provided however, that any Swing Line Loan or Letter such assumption of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Commitment of such Defaulting Lender of its Applicable Percentage shall not be deemed to constitute a waiver of any Obligations, any participation obligation, of the Lender Groups’ or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which Borrowers’ rights or remedies against any such amounts are actually paidDefaulting Lender arising out of or in relation to such failure to fund.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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 106 suspended during the pendency of such failure or refusal, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason Anything contained herein to the contrary notwithstanding, in the event that any Lender shall fail (any such Lender being a "DEFAULTING LENDER") defaults (a "FUNDING DEFAULT") in its obligation to fund its participation in any Letter of Credit (a "DEFAULTED PARTICIPATION") or refuse to abide by its obligations under fund any Revolving Loan (a "DEFAULTED LOAN") in accordance with the terms of this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, then (i) 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, and any Default Period (iias defined below) 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 amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed with respect to such Defaulting Lender, such Defaulting Lender shall not be retained by deemed a "Lender" for purposes of voting on any matters (including the Administrative Agent as cash collateral for future funding obligations granting of any consents or waivers) with respect to any of the Credit Documents (provided, however, that nothing in this clause (i) shall be construed as permitting, without the consent of the relevant Defaulting Lender, a reduction in the principal amount of such Defaulting Lender's funded Revolving Loans or other outstanding funded Obligations, an increase in the amount of such Lender's Revolving Loan Commitment or Letter of Credit Commitment or participation in any Letters of Credit, a reduction or postponement of the due date of any amount funded by such Defaulting Lender and payable in respect of any Loan Letter of Credit, an extension of the expiration date of any Letter of Credit beyond the Maturity Date, or existing an extension of the Maturity Date), (ii) to the extent permitted by applicable law, until such time as the Default Excess (as defined below) with respect to such Defaulting Lender shall have been reduced to zero, any payment of amounts with respect to the Revolving Loans and any payment or future participating reimbursement of amounts with respect to a drawing under a Letter of Credit shall be applied first, to amounts funded by Administrative Agent, Issuing Lender or other Lenders (together with unpaid interest accrued thereon) in any Swing Line Loan lieu of such amounts required to be funded by Defaulting Lenders and second, to the Revolving Loans or Letter of Credit. The Credit participations, as the case may be, of other Lenders (other than any other Defaulting Lenders) as if such Defaulting Lender (and any other Defaulting Lenders) had no Revolving Loans outstanding and the Credit Exposure of such Defaulting Lender were zero, (iii) such Defaulting Lender’s decision-making 's Commitments, Revolving Loans and participation rights Pro Rata Share with respect thereto shall be excluded for purposes of calculating the commitment fee in respect of any day during any Default Period with respect to such Defaulting Lender, such Defaulting Lender's Commitments, Revolving Loans and rights Pro Rata Shares with respect thereto shall be excluded for purposes of calculating the letter of credit fees under subsection 3.2 in respect of any day during any Default Period with respect to payments as set forth such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any such commitment fee or letter of credit fee with respect to such Defaulting Lender's Commitments in clauses (i) respect of any Default Period with respect to such Defaulting Lender, and (iiiv) hereinabove the Credit Utilization as at any date of determination shall be restored only upon the payment by the calculated as if such Defaulting Lender had funded all Defaulted Loans of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidDefaulting Lender.

Defaulting Lender. (i) If any Lender is a Defaulting Lender, then the Borrower, at its sole expense may, upon notice to such Lender and the Administrative Agent, require such Lender subject to this Section 2.12(E) to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement and under the Advances, and Commitments of the Lender being replaced hereunder to an assignee that shall assume all those rights and obligations; provided, however, that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having valid jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed and (z) the Borrower or such assignee shall have paid to the replaced Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Advances of such Lender plus all fees and other amounts accrued for the account of such Xxxxxx hereunder with respect thereto. A Lender subject to this Section 2.12(E) shall not be required to make any such assignment and delegation if prior to any such assignment and delegation the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that (a) If for any reason any an assignment required pursuant to this Section 2.12(E) may be effected pursuant to an Assignment Agreement and (b) the Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation required to make available such assignment need not be a party to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest such Assignment Agreement in the Swing Line Loans or L/C Borrowings order for such assignment to be effective and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender shall be deemed to have assigned consented to and be bound by the terms thereof; provided that, following the effectiveness of any and all payments due to it from such Assignment Agreement, 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 other parties to such delinquency Assignment Agreement agree to execute and without giving effect deliver such documents necessary to evidence such assignment as reasonably requested by the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any 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 applicable Lender, provided, further, that any such documents shall be retained without recourse to or warranty by the parties thereto. The Administrative Agent as cash collateral for future funding obligations of and each Lender hereby agree to cooperate with the Defaulting Lender in respect Borrower to effectuate the assignment of any Loan or existing or future participating Defaulting Xxxxxx’s interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidhereunder.

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative Agent or Fleet that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its Applicable Percentage sole discretion. With respect to the payment of any Loansfunds from Agent to a Lender or from a Lender to Agent, expenses the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolver Loan shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of voting or setoff consenting to matters with respect to any of the Loan Documents, Collateral or purchase any Obligations and determining a defaulting Lender's Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender's cure of its Applicable Percentage of defaults hereunder, a participation interest in the Swing Line Loans or L/C Borrowings defaulting Lender shall not be deemed to be a "Lender" and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender 's Commitment 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 be zero (iii) at the option of the Administrative Agent, any 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 existing or future participating interest in any Swing Line Loan or Letter of Credit0). The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove provisions of this Section 3.2 shall be restored only upon solely for the payment benefit of Agent and Lenders and may not be enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrower.

Defaulting Lender. (a) If for any reason Anything contained herein to the contrary notwithstanding, in the event that any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation (any such Lender being a "DEFAULTING LENDER") defaults (a "FUNDING DEFAULT") in its obligation to make available fund its participation in any Letter of Credit (a "DEFAULTED PARTICIPATION") in accordance with the terms of this Agreement or defaults in its obligation to Administrative Agent its Applicable Percentage of any Loanscomply with the agreements contained in subsection 10.1H, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, then (i) 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, and any Default Period (iias defined below) 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 amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed with respect to such Defaulting Lender, such Defaulting Lender shall not be retained by deemed a "Lender" for purposes of voting on any matters (including the Administrative Agent as cash collateral for future funding obligations granting of any consents or waivers) with respect to any of the Credit Documents (provided, however, that nothing in this clause (i) shall be construed as permitting, without the consent of the relevant Defaulting Lender, a reduction in the principal amount of such Defaulting Lender's outstanding funded Obligations, an increase in the amount of such Lender's Letter of Credit Commitment or participation in any Letters of Credit, a reduction or postponement of the due date of any amount funded by such Defaulting Lender and payable in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and , an extension of the expiration date of any Letter of Credit beyond the Maturity Date, or an extension of the Maturity Date), (ii) hereinabove solely in the case of a Funding Default, to the extent permitted by applicable law, until such time as the Default Excess (as defined below) with respect to such Defaulting Lender shall have been reduced to zero, any payment or reimbursement of amounts with respect to a drawing under a Letter of Credit shall be restored only upon applied first, to amounts funded by Agents, Issuing Lenders or other Lenders (together with unpaid interest accrued thereon) in lieu of such amounts required to be funded by Defaulting Lenders and second, to the payment by the Letter of Credit participations of other Lenders (other than any other Defaulting Lenders) as if such Defaulting Lender (and any other Defaulting Lenders) had no participations outstanding and the Letter of Credit Exposure of such Defaulting Lender were zero, (iii) except to the extent that the immediately preceding clause (ii) applies, during any Default Period with respect to such Defaulting Lender any payment or reimbursement of amounts funded by such Defaulting Lender with respect to a drawing under a Letter of Credit shall be applied first, to cash collateralize, to the full extent thereof, the maximum amount of the Letter of Credit Commitment of such Defaulting Lender pursuant to documentation and arrangements reasonably satisfactory to Administrative Agent and Issuing Lenders, second, to reimburse fees and expenses of the type described in the last sentence of subsection 10.1H in connection with such cash collateralization, and third, to reimburse amounts funded by such Defaulting Lender with respect to its Applicable Percentage participations in Letters of Credit, and (iv) such Defaulting Lender's Letter of Credit Commitment and Pro Rata Share with respect thereto shall be excluded for purposes of calculating the letter of credit fees under subsection 3.2 in respect of any Obligationsday during any Default Period with respect to such Defaulting Lender, any participation obligation, or expenses as and such Defaulting Lender shall not be entitled to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which receive any such amounts are actually paidletter of credit fee with respect to such Defaulting Lender's Letter of Credit Commitments in respect of any Default Period with respect to such Defaulting Lender.

Defaulting Lender. If any Lender shall refuse to make any Loan required to be made by it hereunder or to fund its participation in any L/C Disbursement or Swingline Loan hereunder, or shall notify the Borrower or the Administrative Agent in writing that it does not intend to make any such Loan or fund any such participation, in either case as a result of any takeover of such Lender by any regulatory authority or agency (any such Lender, a "Defaulting Lender"), then, unless and until such Defaulting Lender retracts in writing any such notice and cures all defaults on its part in respect of the funding of its Pro Rata Percentage of all outstanding Loans, L/C Disbursements and Swingline Loans, (a) If for any reason of the Borrower, the Administrative Agent, the Issuing Bank and the Swingline Lender may require such Defaulting Lender to transfer and assign all of its interests, rights and obligations under this Agreement to an assignee in the same manner and effect as provided in Section 2.18(a), the provisions of which shall apply, mutatis mutandis, to any such assignment, (b) such Defaulting Lender shall fail not be entitled to exercise any right of setoff under Section 9.06 and (c) to the maximum extent permitted by applicable law, such Defaulting Lender shall be deemed not to be a "Lender", the Revolving Credit Commitment of such Defaulting Lender shall be deemed not to be in effect and such Defaulting Lender's Revolving Credit Exposure shall be deemed not to exist, in each case solely for purposes of the definition of the term "Required Lenders" and determining whether any waiver, amendment or refuse modification has been approved by the requisite Lenders in accordance with Section 9.08 or any other applicable provision of the Loan Documents. In no event shall the provisions of this Section be construed to abide release any Defaulting Lender from its obligations hereunder to any other party hereto, including its obligations to make Loans and participate in Letters of Credit and Swingline Loans, and such provisions shall not prejudice any claims, or be construed to waive any rights, including any rights to bring legal proceedings against such Defaulting Lender, which the Administrative Agent, any Lender, the Issuing Bank or any Loan Party may have against such Defaulting Lender as a result of any failure by such Defaulting Lender to honor its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for at any reason any time a Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of is a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereofDefaulting Lender, then, in addition to the rights extent permitted by applicable law (and remedies that may be available to the other Credit Parties, the Loan Parties or notwithstanding any other party at law or in equity, and not at limitation thereofprovision of this Agreement), (i) any payment of Reimbursement Obligations with respect to Letters of Credit (including through sharing of payments pursuant to Section 10.2, but excluding any payment pursuant to Section 2.3(b)) shall, if the Borrower so directs at the time of making such payment, be applied first to amounts owed to Lenders other than such Defaulting Lender, as if the amount owed to such Defaulting Lender hereunder in respect of Reimbursement Obligations were zero, and then to amounts owed to such Defaulting Lender; (ii) such Defaulting Lender’s right to participate in Applicable Percentage of the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents Letter of Credit Obligations shall be suspended during the pendency excluded for purposes of calculating Unused Fees pursuant to Section 2.8(a) in respect of each day on which such failure or refusalLender is a Defaulting Lender, and (ii) a such Defaulting Lender shall not be entitled to receive any Unused Fees for any such day and (iii) such Defaulting Lender’s Applicable Percentage shall be deemed to have assigned be zero for purposes of calculating Letter of Credit Fees pursuant to Section 2.8(b) in respect of each day on which such Lender is a Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Letter of Credit Fees for any such day. Any payment made pursuant to this Section shall be taken into account for purposes of calculating the Unused Fee and all payments due to it from the Loan PartiesLetter of Credit Fee. The provisions of this Section 2.8(c) do not limit, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application but are in addition to, and reduction ofany other claim or right that the Borrower, 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, the Letter of Credit Agent or any amount payable to such Defaulting other Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such may have against a 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for In the event that, at any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereoftime, (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be required to make any payment hereunder or under any other Loan Document to or for the account of such Defaulting Lender’s right , then the Borrower may, so long as no Default shall occur or be continuing at such time and to participate in the administration offullest extent permitted by applicable law, set-off and otherwise apply the Obligation of the Borrower to make such payment to or decisionfor the account of such Defaulting Lender against the Obligation of such Defaulting Lender to make such Defaulted Advance. In the event that the Borrower shall so set-making rights related tooff and otherwise apply the Obligation of the Borrower to make any such payment against the Obligation of such Defaulting Lender to make any such Defaulted Advance on any date, the Obligations, amount so set-off and otherwise applied by the Borrower shall constitute for all purposes of this Agreement or and the other Loan Documents an Advance by such Defaulting Lender made on such date under the Facility pursuant to which such Defaulted Advance was originally required to have been made pursuant to Section 2.01. Such Advance shall be suspended during considered, for all purposes of this Agreement, to comprise part of the pendency of Borrowing in connection with which such failure or refusal, and (ii) a Defaulting Lender shall be deemed Defaulted Advance was originally required to have assigned been made pursuant to Section 2.01. The Borrower shall notify the Administrative Agent at any and all payments due time the Borrower reduces the amount of the Obligation of the Borrower to make any payment otherwise required to be made by it from the hereunder or under any other 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, Document as a result of application the exercise by the Borrower of its right set forth in this subsection (a) and shall set forth in such notice (A) the name of the Defaulting Lender and the Defaulted Advance required to be made by such Defaulting Lender and (B) the amount set-off and otherwise applied in respect of such assigned payments Defaulted Advance pursuant to this subsection (a). Any portion of such payment otherwise required to be made by the Lenders’ respective Applicable Percentages Borrower to or for the account of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without Defaulting Lender which is paid by the Borrower, after giving effect to the nonpayment causing such delinquencyamount set-off and otherwise applied by the Borrower pursuant to this subsection (a), and (iii) at the option of the Administrative Agent, any 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, shall be retained applied by the Administrative Agent as cash collateral for future funding obligations specified in subsection (b) or (c) of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in this Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paid2.16.

Defaulting Lender. If and to the extent that a Lender is a Defaulting Lender, Borrowers and Defaulting Lender severally agree to repay to Agent forthwith on demand such amount required to be paid by such Defaulting Lender to Agent, together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Agent (ai) If in the case of a Defaulting Lender at the Federal Funds Rate and (ii) in the case of Borrowers, at the rate of interest applicable to such Revolving Loan; provided, that Borrowers’ obligation to repay such advance to Agent shall not relieve such Defaulting Lender of its liability to Agent for failure to settle as provided in this Agreement. Agent shall not be obligated to transfer to any reason Defaulting Lender any payments (including any principal, interest, fees or other amounts) made by, or on behalf of, Borrowers to Agent for the Defaulting Lender’s benefit; nor will a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall fail instead be paid to or refuse retained by Agent. Agent may hold and, in its discretion, re-lend to abide Borrowers the amount of all such payments received or retained by it for the account of such Defaulting Lender. Any amounts so re-lent to Borrowers shall bear interest at the rate applicable to Daily LIBOR Rate Loans and for all other purposes of this Agreement shall be treated as if they were Revolving Loans. In addition, Agent may elect, in its discretion, on any one or more occasions to continue to make Interim Advances out of Agent’s own funds on behalf of such Defaulting Lender, and such Defaulting Lender will unconditionally be obligated to pay its Pro Rata Share thereof; provided, however, that for purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a “Lender”, and each of such Defaulting Lender’s Commitment and the unpaid principal balance of the Loans owing to such Defaulting Lender shall be deemed to be zero (-0-). Until a Defaulting Lender cures its failure to fund its Pro Rata Share of any Loan, the Unused Line Fee shall accrue in favor of Lenders which have funded their respective Pro Rata Shares of such requested Loan and shall be allocated among such performing Lenders ratably based upon their relative Commitments. This Section shall remain effective with respect to such Lender until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement. The terms of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by any Borrower of its duties and obligations hereunder or under any of the other Loan Documents. Until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement, including without limitation its obligation Borrowers, so long as no Event of Default then exists, may: (A) request Agent to make available use reasonable efforts to Administrative Agent its Applicable Percentage identify a replacement Lender or financial institution satisfactory to Borrowers to acquire and assume all or a ratable part of any Loans, expenses or setoff or purchase its Applicable Percentage all of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right Loans and Commitments (a “Replacement Lender”), provided that Agent will have no duty to participate in the administration of, undertake a formal syndication or decision-making rights related to, the Obligations, this Agreement any underwriting obligations of any nature with respect to any proposed Replacement Lender requested by Borrowers; (B) request one or more of the other Loan Documents Lenders to acquire and assume all or part of such Defaulting Lender’s Loans and Commitment; or (C) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (A) or (C) shall be suspended during the pendency of such failure or refusal, and (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, subject to the remaining non-Defaulting prior consent of Agent. Borrowers and Lenders further acknowledge that Agent assumes no responsibility for application to, and reduction of, their proportionate shares of all outstanding Obligations until, ensuring that Agent will be able to locate any Replacement Lender or that any Person designated 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 amount payable Replacement Lender becomes a Lender under this Agreement. If Agent gives notice to such Defaulting Lender hereunder (whether on account that a Replacement Lender has been obtained, then such Defaulting Lender must immediately sell all of principal, interest, such Defaulting Lender’s Pro Rata Share of the Loans and Commitment for an amount equal to the unpaid principal balance of the Loans held by such Defaulting Lender plus all accrued interest and fees or otherwise) shall, in lieu of being distributed then due 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidthis Agreement.

Defaulting Lender. If any Lender shall, at any time, (a) If for fail to make any reason any Lender shall fail payment to Agent or refuse Regions that is required hereunder or fails otherwise to abide by perform its obligations under this Agreementany Credit Documents, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from Day, or (b) is the Administrative Agent subject of written notice thereof, then, in addition any bankruptcy or insolvency proceeding (such Lender is referred to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such herein as a “Defaulting Lender’s right to participate in the administration of”), or decision-making rights related Agent may, but shall not be required to, the Obligations, this Agreement or the other Loan Documents shall retain payments that would otherwise be suspended during the pendency of such failure or refusal, and (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 amount payable made to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, be retained at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the Administrative Agent as cash collateral for future funding obligations other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of the Defaulting any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or existing payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or future participating interest in consenting to matters with respect to any Swing Line Loan of the Credit Documents, Collateral or Letter of Credit. The any Obligations and determining a Defaulting Lender’s decision-making share of payments, fees and participation rights proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and rights to payments as set forth in clauses (i) and (ii) hereinabove such Lender’s Commitment shall be restored only upon deemed to be zero (0). The provisions of this Section 2.16 shall be solely for the payment benefit of Agent and Lenders and may not be enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrowers.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Swingline Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-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, and (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due duo 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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid.Notwithstanding the provisions of Section 2.14 hereof, the Administrative Agent shall not be obligated to transfer to a Defaulting Lender any payments made by the Borrowers to the Administrative Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, the Administrative Agent shall transfer any such payments (i) first, to the Swing Line Lender to the extent of any Swing Line Loans that were made by the Swing Line Lender and that were required to be, but were not, paid by the Defaulting Lender, (ii) second, to the L/C Issuer, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (iii) third, to each Non-Defaulting Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of a Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), (iv) to the Cash Collateral Account, the proceeds of which shall he retained by the Administrative Agent and may be made available to be re-advanced to or for the benefit of the Borrowers (upon the request of the Lead Borrower and subject to the conditions set forth in Section 4.02) as if such Defaulting Lender had made its portion of the Loans (or other funding obligations) hereunder, and (v) from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender. Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by the Administrative Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Applicable Percentages in connection therewith) and for the purpose of calculating the fee payable under Section 2.09(a), such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero: provided, that the foregoing shall not apply to any of the matters governed by Section 10.01(a) through (c). The provisions of this Section 9.16 shall remain effective with respect to such Defaulting Lender until the earlier of (v) the date on which all of the Non-Defaulting Lenders, the Administrative Agent, the L/C Issuer, and the Borrowers shall have waived, in writing, the application of this Section 9.16 to such Defaulting Lender, or (z) the date on which such Defaulting Lender pays to the Administrative Agent all amounts owing by such Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by the Administrative Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by the Administrative Agent pursuant to Section 9.16(b) shall be released to the Borrowers). The operation of this Section 9.16 shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent, the L/C Issuer, the Swing Line Lender, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Borrowers, at their option, upon written notice to the Administrative Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to the Administrative Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Assumption in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than any Other Liabilities, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Applicable Percentage of its participation in the Letters of Credit); provided, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Credit Parties’ or the Loan Parties’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 9.16 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 9.16 shall control and govern.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Swingline Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-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, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent or the Canadian Agent, as applicable, its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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 refusalrefusal (other than the Defaulting Lender’s rights pursuant to Section 10.01(a)), and (ii) if any of the other Lenders have made Loans on behalf of a Defaulting Lender, 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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (a) If for including any reason any principal, interest or fees and whether in respect of Loans, participation interests or otherwise). For purposes of voting or consenting to matters with respect to this Agreement and the other Loan Documents and determining Pro Rata, such Defaulting Lender shall fail or refuse be deemed not to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of be a participation interest in the Swing Line Loans or L/C Borrowings “Lender” and such failure Lender’s Commitment shall be deemed to be zero (0). At any time that there is not cured within one a Defaulting Lender, payments received for application to the Obligations payable to Lenders (1other than the Defaulting Lender) Business Day in accordance with the terms of this Agreement shall be distributed to such non-defaulting Lenders on a Pro Rata basis calculated after receipt from giving effect to the Administrative reduction of the Defaulting Lender’s Loan to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata share of written notice thereofthe Defaulting Lender. To the extent that Agent elects to receive and retain such amounts, thenAgent may hold them and, in its reasonable discretion, relend such amounts to Borrowers. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Loans for the account of Agent in addition to the rights and remedies Loans that may be available are made by Lenders, other than Defaulting Lenders, on a Pro Rata basis as calculated after giving effect to the other Credit Parties, reduction of the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right Commitment to participate zero (0) as provided herein but shall be repaid in the administration ofsame order of priority as Protective Advances for purposes of Section 5.7.1 hereof, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents except as Agent may otherwise elect. Agent shall determine whether any Loans requested shall be suspended during made from relending such amounts or from Loans from Lenders other than the pendency Defaulting Lenders and any allocation of such failure or refusal, and (ii) requested Loans between them. The rights of a Defaulting Lender shall be deemed to have assigned any and limited as provided herein until such time as the Defaulting Lender (a) has made all payments due to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender, (b) has made any other payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Loans, which payments as to the principal amount of Loans shall be settled and funded based on the outstanding principal balance of the Loans on the date that Defaulting Lender makes all of the payments required to be made under Section 4.2(a) above or shall be settled and funded by such Lender at such other time thereafter as Agent may specify, and (c) is otherwise in compliance with the terms of this Agreement. Upon the making of such payment or payments by Defaulting Lender with respect to the event that is the basis for it having become a Defaulting Lender, such Lender shall (i) cease to be a Defaulting Lender, (ii) only be entitled to receive the payment of interest (and no other amounts) accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, Borrowers relating to the remaining funds constituting Loans funded by such Lender prior to the date that such Lender became a Defaulting Lender (and not previously paid to such Lender), (iii) have its Commitment reinstated for all purposes and (iv) fund Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse (except as otherwise expressly provided herein with respect to such Defaulting Lender) the performance by any Borrower or Guarantor of its duties and obligations hereunder. During any period in which there is a Defaulting Lender with a Commitment, for purposes of computing the amount of the obligation of each non-Defaulting Lenders for application toLender to acquire, and reduction of, their proportionate shares refinance or fund participations in Letters of all outstanding Obligations until, as Credit the Pro Rata share of each non-Defaulting Lender with a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations Commitment shall have returned to those in effect immediately prior to such delinquency and be computed without giving effect to the nonpayment causing such delinquencyCommitment of that Defaulting Lender, and (iii) at such obligation to so acquire, refinance or fund participations in such Letters of Credit shall automatically be reallocated among the option of the Administrative Agentnon-Defaulting Lenders with Commitments or Commitments, any amount payable to as applicable, upon such Defaulting Lender becoming a Defaulting Lender; provided, that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in such Letters of Credit shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Loans of that Lender. NoSubject to Section 15.21 hereof, no reallocation hereunder (whether on account shall constitute a waiver or release of principal, interest, fees or otherwise) shall, in lieu any claim of being distributed to such any party hereunder against a Defaulting Lender with a Commitment arising from that Lender having become a Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations including any claim of the a non-Defaulting Lender in respect as a result of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The such Non-Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any increased exposure following such amounts are actually paidreallocation.

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative Agent or Bank that is required hereunder, Administrative Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Administrative Agent may elect in its Applicable Percentage sole discretion. With respect to the payment of any Loansfunds from Administrative Agent to a Lender or from a Lender to Administrative Agent, expenses the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolver Loan or setoff payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or purchase payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a defaulting Lender’s Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its Applicable Percentage of defaults hereunder, a participation interest in the Swing Line Loans or L/C Borrowings defaulting Lender shall not be deemed to be a “Lender” and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender Commitment shall be deemed to have assigned any and all payments due to it from be zero (0). The provisions of this Section 4.2 shall be solely for the Loan Parties, whether on account benefit 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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights Lenders and rights to payments as set forth in clauses (i) and (ii) hereinabove shall may not be restored only upon the payment enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrowers.

Defaulting Lender. TC “4.2 Defaulting Lender. “ \f c \l “2” \* MERGEFORMAT AUTONF D3_TCAgent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (a) If for including any reason any principal, interest or fees and whether in respect of Loans, participation interests or otherwise). For purposes of voting or consenting to matters with respect to this Agreement and the other Loan Documents and determining Pro Rata, such Defaulting Lender shall fail or refuse be deemed not to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of be a participation interest in the Swing Line Loans or L/C Borrowings “Lender” and such failure Xxxxxx’s Commitment shall be deemed to be zero (0). At any time that there is not cured within one a Defaulting Lender, payments received for application to the Obligations payable to Lenders (1other than the Defaulting Lender) Business Day in accordance with the terms of this Agreement shall be distributed to such non-defaulting Lenders on a Pro Rata basis calculated after receipt from giving effect to the Administrative reduction of the Defaulting Lender’s Loan to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata share of written notice thereofthe Defaulting Lender. To the extent that Agent elects to receive and retain such amounts, thenAgent may hold them and, in its reasonable discretion, relend such amounts to Borrowers. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Loans for the account of Agent in addition to the rights and remedies Loans that may be available are made by Lenders, other than Defaulting Lenders, on a Pro Rata basis as calculated after giving effect to the other Credit Parties, reduction of the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right Commitment to participate zero (0) as provided herein but shall be repaid in the administration ofsame order of priority as Protective Advances for purposes of Section 5.7.1 hereof, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents except as Agent may otherwise elect. Agent shall determine whether any Loans requested shall be suspended during made from relending such amounts or from Loans from Lenders other than the pendency Defaulting Lenders and any allocation of such failure or refusal, and (ii) requested Loans between them. The rights of a Defaulting Lender shall be deemed to have assigned any and limited as provided herein until such time as the Defaulting Lender (a) has made all payments due to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender, (b) has made any other payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Loans, which payments as to the principal amount of Loans shall be settled and funded based on the outstanding principal balance of the Loans on the date that Defaulting Lender makes all of the payments required to be made under Section 4.2(a) above or shall be settled and funded by such Lender at such other time thereafter as Agent may specify, and (c) is otherwise in compliance with the terms of this Agreement. Upon the making of such payment or payments by Defaulting Lender with respect to the event that is the basis for it having become a Defaulting Lender, such Lender shall (i) cease to be a Defaulting Lender, (ii) only be entitled to receive the payment of interest (and no other amounts) accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, Borrowers relating to the remaining funds constituting Loans funded by such Lender prior to the date that such Xxxxxx became a Defaulting Lender (and not previously paid to such Lender), (iii) have its Commitment reinstated for all purposes and (iv) fund Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the operation of this Section shall not be construed to increase or DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 otherwise affect the Commitment of any Lender, or relieve or excuse (except as otherwise expressly provided herein with respect to such Defaulting Lender) the performance by any Borrower or Guarantor of its duties and obligations hereunder. During any period in which there is a Defaulting Lender with a Commitment, for purposes of computing the amount of the obligation of each non-Defaulting Lenders for application toLender to acquire, and reduction of, their proportionate shares refinance or fund participations in Letters of all outstanding Obligations until, as Credit the Pro Rata share of each non-Defaulting Lender with a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations Commitment shall have returned to those in effect immediately prior to such delinquency and be computed without giving effect to the nonpayment causing such delinquencyCommitment of that Defaulting Lender, and such obligation to so acquire, refinance or fund participations in such Letters of Credit shall automatically be reallocated among the non-Defaulting Lenders with Commitments or Commitments, as applicable, upon such Defaulting Lender becoming a Defaulting Lender; provided, that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in such Letters of Credit shall not exceed the positive difference, if any, of (iii1) at the option Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Administrative AgentLoans of that Lender. With respect to any Letter of Credit fee not required to be paid to any Defaulting Lender pursuant to this Agreement, the Borrowers shall (x) pay to each non-Defaulting Lender that portion of any amount such fee otherwise payable to such Defaulting Lender hereunder with respect to such Defaulting Lender’s participation in Letters of Credit that has been reallocated to such non-Defaulting Lender pursuant to the preceding sentence, (whether on account y) pay to the applicable Issuing Bank the amount of principal, interest, fees or otherwise) shall, in lieu of being distributed any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s fronting exposure to such Defaulting Lender, and (z) not be retained by required to pay the Administrative Agent as cash collateral for future funding obligations remaining amount of the any such fee. Subject to Section 15.21 hereof, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender in respect with a Commitment arising from that Xxxxxx having become a Defaulting Lender, including any claim of any Loan or existing or future participating interest in any Swing Line Loan or Letter a non-Defaulting Lender as a result of Credit. The such Non-Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any increased exposure following such amounts are actually paidreallocation.

Defaulting Lender. (a) If for any reason Anything contained herein to the contrary notwithstanding, in the event that any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of becomes a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereofDefaulting Lender, then, in addition until such time as such Lender is no longer a Defaulting Lender, to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, extent permitted by Applicable Laws: (ia) such Defaulting Lender’s right to participate in the administration ofapprove or disapprove any amendment, waiver or decision-making rights related to, the Obligations, consent with respect to this Agreement or the other Loan Documents shall be suspended during restricted as set forth in Section 12.5(b); (b) until such time as the pendency Defaulting Lender shall have fulfilled all of its obligations hereunder to fund Credit Extensions, (i) any voluntary prepayment of the Credit Extensions shall, if Agent so directs at the time of making such failure or refusalvoluntary prepayment, be applied to the applicable Credit Extensions of other Lenders as if such Defaulting Lender had none of the applicable Credit Extensions outstanding, and (ii) any mandatory prepayment of the Credit Extensions shall, if Agent so directs at the time of making such mandatory prepayment, be applied to the Credit Extensions of other Lenders (but not to the Credit Extensions of such Defaulting Lender) as if such Defaulting Lender had funded all Credit Extensions that it failed to fund, it being understood and agreed that any portion of any mandatory prepayment of the Credit Extensions that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b) shall be paid to the non-Defaulting Lenders on a ratable basis; (c) no Defaulting Lender shall be deemed entitled to receive any unused commitment fee payable under Section 2.5 for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have assigned any and all payments due been paid 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 amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such that 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.); and

Defaulting Lender. (a) If for any reason any a Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equitybecomes, and not at limitation thereofduring the period it remains, (i) such a Defaulting Lender’s right to participate in , any amount paid by the administration of, Borrower or decision-making rights related to, otherwise received by the Obligations, this Agreement or Agent for the other Loan Documents shall be suspended during the pendency account of such failure or refusal, and (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 amount payable to such Defaulting Lender hereunder under this Agreement (whether on account of principal, interest, fees fees, indemnity payments or otherwiseother amounts) shall, in lieu of being will not be paid or distributed to such Defaulting Lender, but will instead be at the direction of the Borrower retained by the Administrative Agent as cash collateral for future funding in a segregated non-interest bearing account until (subject to Section 2.20(d)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Agent, to the 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 Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in respect accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to pay principal then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and sixth after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. Subject to Section 2.04, any Loan payments, prepayments or existing other amounts paid or future participating interest in any Swing Line Loan payable to a Defaulting Lender that are applied (or Letter of Credit. The held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.20 shall be deemed paid to and redirected by such Defaulting Lender’s decision-making , and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment each Lender irrevocably consents hereto; provided that any such amount received by the Agent pursuant to this Section 2.20(a) shall, subject to Section 2.20(c), be released to the applicable Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as promptly upon such Defaulting Lender no longer being deemed to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidbe a Defaulting Lender.

Defaulting Lender. Agent or Canadian Agent (aas the case may be) If shall not be obligated to transfer to a Defaulting Lender any payments made by either U.S. Borrowers or Bombay Canada (as the case may be), to Agent or Canadian Agent (as the case may be) for any reason any Lender shall fail or refuse to abide by its obligations under this Agreementthe Defaulting Lender's benefit, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loansand, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and absence of such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition transfer to the rights and remedies that Defaulting Lender, Agent or Canadian Agent (as the case may be available be) shall transfer any such payments to each other non-Defaulting Lender (either U.S. Lenders or Canadian Lenders, as the case may be) ratably in accordance with their Commitments (but only to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) extent that such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or 's Advance was funded by the other Loan Documents shall U.S. Lenders or Canadian Lenders, as the case may be) or, if so directed by Administrative Borrower or Bombay Canada (as the case may be) and if no Default or Event of Default had occurred and is continuing (and to the extent such Defaulting Lender's Advance was not funded by the other U.S. Lenders or Canadian Lenders, as the case may be), retain the same to be suspended during re-advanced to either U.S. Borrowers or Bombay Canada, as the pendency case may be, as if such Defaulting Lender had made Advances to applicable Borrowers. Subject to the foregoing, Agent or Canadian Agent (as the case may be) may hold and, in its Permitted Discretion, re-lend to the applicable Borrowers for the account of such failure Defaulting Lender the amount of all such payments received and retained by Agent or refusalCanadian Agent (as the case may be) for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents, and (ii) a such Defaulting Lender shall be deemed not to be a "Lender" and such Lender's Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have assigned any been declared or shall have become immediately due and all payments due to it from payable, (y) the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application toLenders, Agent, Canadian Agent 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 Administrative Borrower or Bombay Canada shall have returned to those waived such Defaulting Lender's default in effect immediately prior to such delinquency and without giving effect to writing, or (z) the nonpayment causing such delinquency, and (iii) at the option Defaulting Lender makes its Pro Rata Share of the Administrative Agentapplicable Advance and pays to Agent or Canadian Agent (as the case may be) all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, any amount payable to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to Agent, Canadian Agent or to Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Administrative Borrower or Bombay Canada (whether on account as the case may be) at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, such substitute Lender to be retained by reasonably acceptable to Agent or Canadian Agent (as the Administrative Agent as cash collateral for future funding obligations case may be). 49 In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in respect favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations, but including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any Loan or existing or future participating interest in kind whatsoever; provided however, that any Swing Line Loan or Letter such assumption of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Commitment of such Defaulting Lender of its Applicable Percentage shall not be deemed to constitute a waiver of any Obligations, any participation obligation, of the Lender Groups' or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which Borrowers' rights or remedies against any such amounts are actually paidDefaulting Lender arising out of or in relation to such failure to fund.

Defaulting Lender. (a) If for In the event that, at any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereoftime, (i) any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be required to make any payment hereunder or under any other Loan Document to or for the account of such Defaulting Lender’s right , then the Borrower may, so long as no Default shall occur or be continuing at such time and to participate in the administration offullest extent permitted by applicable law, set-off and otherwise apply the Obligation of the Borrower to make such payment to or decisionfor the account of such Defaulting Lender against the Obligation of such Defaulting Lender to make such Defaulted Advance. In the event that the Borrower shall so set-making rights related tooff and otherwise apply the Obligation of the Borrower to make any such payment against the Obligation of such Defaulting Lender to make any such Defaulted Advance on any date, the Obligations, amount so set-off and otherwise applied by the Borrower shall constitute for all purposes of this Agreement or and the other Loan Documents an Advance by such Defaulting Lender made on such date under the Facility pursuant to which such Defaulted Advance was originally required to have been made pursuant to Section 2.01. Such Advance shall be suspended during considered, for all purposes of this Agreement, to comprise part of the pendency of Borrowing in connection with which such failure or refusal, and (ii) a Defaulting Lender shall be deemed Defaulted Advance was originally required to have assigned been made pursuant to Section 2.01. The Borrower shall notify the Administrative Agent at any and all payments due time the Borrower reduces the amount of the Obligation of the Borrower to make any payment otherwise required to be made by it from the hereunder or under any other 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, Document as a result of application the exercise by the Borrower of its right set forth in this subsection (a) and shall set forth in such notice (A) the name of the Defaulting Lender and the Defaulted Advance required to be made by such Defaulting Lender and (B) the amount set-off and otherwise applied in respect of such assigned payments Defaulted Advance pursuant to this subsection (a). Any portion of such payment otherwise required to be made by the Lenders’ respective Applicable Percentages Borrower to or for the account of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without Defaulting Lender which is paid by the Borrower, after giving effect to the nonpayment causing such delinquencyamount set-off and otherwise applied by the Borrower pursuant to this subsection (a), and (iii) at the option of the Administrative Agent, any 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, shall be retained applied by the Administrative Agent as cash collateral for future funding obligations specified in subsection (b) or (c) of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in this Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paid2.15.

Defaulting Lender. (a) If for any reason In the event that any Lender shall fail or refuse fails to abide by fund its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage Revolving Loan Pro Rata Share of any LoansAdvance requested or deemed requested by the Borrower, expenses or setoff or purchase its Applicable Percentage which such Lender is obligated to fund under the terms of this Agreement (the portion of such Advance funded by any other Lenders being hereinafter referred to as a participation interest in "Non Pro Rata Loan"), until the Swing Line Loans or L/C Borrowings and earlier of such Lender's cure of such failure is not cured within one (1) Business Day after receipt from and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of written notice thereof, thenall other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in addition full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the rights and remedies that may be available contrary: the foregoing provisions of this Section 9.2 shall apply only with respect to the other Credit Parties, the Loan Parties or proceeds of payments of Obligations; any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender shall be deemed to have assigned cured its failure to fund its Revolving Loan Pro Rata Share of any and all payments due Advance at such time as an amount equal to it from such Lender's original Revolving Loan Pro Rata Share of the Loan Partiesrequested principal portion of such Advance is fully funded to the Borrower, whether on account made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, interestsecond, fees ratably to Loans other than those constituting Non Pro Rata Loans or otherwise, amounts advanced to the remaining non-Defaulting Borrower to cure, in full or in part, any such Lender's failure to fund its Revolving Loan Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Revolving Loan Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Revolving Loan Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders for application towhich have funded their respective Revolving Loan Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such assigned payments performing Lenders exceeds the Lenders’ respective Applicable Percentages sum of all (I) the outstanding Obligations shall have returned to those in effect immediately prior principal amount of the Loans owing to such delinquency and without giving effect to performing Lenders, plus (II) the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable outstanding Reimbursement Obligations owing to such Defaulting Lender hereunder performing Lenders, plus (whether on account III) the aggregate participation interests of principal, interest, fees or otherwise) shall, in lieu of being distributed such performing Lenders arising pursuant to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in Section 3.6 with respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter to undrawn and outstanding Letters of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason Notwithstanding anything to the contrary contained herein, in the event that any Lender shall fail or refuse to abide (x) refuses (which refusal constitutes a breach by such Lender of its obligations under this Agreement, including without limitation its obligation Agreement and which has not been retracted) to make available to Administrative Agent its Applicable Percentage portion of any LoansLoan or (y) notifies the Agent and/or the Borrower that it does not intend to make available its portion of any Loan (each, expenses or setoff or purchase its Applicable Percentage a "Lender Default"), all rights and obligations hereunder of the Lender (a "Defaulting Lender") as to which a Lender Default is in effect and of the other parties hereto shall be modified by this Section 9.06 while such Lender Default remains in effect. Loans shall be incurred pro rata from the Lenders (the "Non-Defaulting Lenders") which are not Defaulting Lenders based on their respective Commitments, and no Commitment shall be increased as a result of such Lender Default. Amounts received in respect of principal of the Loans shall be applied to reduce the Loans of each of the Lenders pro rata based on the aggregate of the outstanding Loans of all of the Lenders at the time of such application; provided that, such amount shall not be applied to any Loan of a participation interest in the Swing Line Loans or L/C Borrowings Defaulting Lender at any time when, and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may extent that, the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lenders' Pro Rata Share of all Loans then outstanding. A Defaulting Lender shall not be available entitled to give instructions to the other Credit PartiesAgent or to approve, the Loan Parties disapprove, consent to or vote on any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right matters relating to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents shall may be suspended during made without regard to a Defaulting Lender and, for purposes of the pendency definition of such failure or refusal"Majority Lenders", and (ii) a Defaulting Lender shall be deemed not to be a Lender, not to have assigned a Commitment and not to have Loans outstanding. Other than as expressly set forth in this Section 9.06, the rights and obligations of a Defaulting Lender (including the obligation to indemnify the Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 9.06 shall be deemed to release any and all payments due to it Defaulting Lender from the Loan Partiesits Commitment hereunder, whether on account of outstanding Loansshall alter such Commitment, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, shall operate as a result waiver 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 amount payable to default by 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligationhereunder, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which shall prejudice any such amounts are actually paid.rights

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative Agent or Fleet that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its Applicable Percentage sole discretion. With respect to the payment of any Loansfunds from Agent to a Lender or from a Lender to Agent, expenses the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolver Loan or setoff payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or purchase payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Loan Documents, Collateral or any Obligations and determining a defaulting Lender's Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender's cure of its Applicable Percentage of defaults hereunder, a participation interest in the Swing Line Loans or L/C Borrowings defaulting Lender shall not be deemed to be a "Lender" and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender 's Revolver Commitment 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 be zero (iii) at the option of the Administrative Agent, any 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 existing or future participating interest in any Swing Line Loan or Letter of Credit0). The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove provisions of this Section 3.2 shall be restored only upon solely for the payment benefit of Agent and Lenders and may not be enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrower.

Defaulting Lender. (a) If The Lenders' Agent shall not be obligated to transfer to a Defaulting Lender any payments made by any Option Care Person to the Lenders' Agent for the Defaulting Lender's benefit; nor shall a Defaulting Lender be entitled to the sharing of any reason any payments hereunder. Amounts payable to a Defaulting Lender shall fail instead be paid to or refuse retained by the Lenders' Agent. With respect to abide payments on Revolving Loans, the Lenders' Agent may hold and, in its discretion, re-lend to the Borrowers the amount of all such payments received or retained by its obligations under it for the account of such Defaulting Lender. Any amounts so re-lent to the Borrowers shall bear interest at the rate applicable to Reference Rate Revolving Loans and for all other purposes of this Agreement shall be treated as if they were Revolving Loans. Notwithstanding any other part of this Agreement, including without limitation its obligation for purposes of voting or consenting to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition matters with respect to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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 refusaland determining Pro Rata Shares, and (ii) a Defaulting Lender shall be deemed not to have assigned be a "Lender". Until a Defaulting Lender cures its failure to fund its Pro Rata Share of 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 Borrowing (iiiA) at the option of the Administrative Agent, any amount payable to such Defaulting Lender hereunder shall not be entitled to any portion of the Unused Line Fee and (whether on account B) the Unused Line Fee shall accrue in favor of principal, interest, fees or otherwise) shall, in lieu the Lenders which have funded their respective Pro Rata Shares of being distributed the applicable requested Borrowing and shall be allocated among such performing Lenders ratably based upon their relative Commitments. This Section shall remain effective with respect to such Defaulting Lender, be retained by the Administrative Agent Lender until such time as cash collateral for future funding obligations of the Defaulting Lender shall no longer be in respect default of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Creditits obligations under this Agreement. The Defaulting terms of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon , or relieve or excuse the payment performance by the Defaulting Lender any Option Care Person of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidduties and obligations hereunder.

Defaulting Lender. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (awhich may be outright payments, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) If for any reason pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Lender, or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the preceding sentence, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall fail or refuse become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to abide be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Subsection (c) below of this Section, from and after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, including without limitation its obligation such Lender shall cease to make available be a party hereto) but shall continue to Administrative Agent its Applicable Percentage be entitled to the benefits of any LoansSection 8, expenses Section 15.5, Section 15.17, and Section 15.18 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or setoff transfer by a Lender of rights or purchase its Applicable Percentage obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or obligations in equity, and not at limitation thereof, accordance with Subsection (id) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, of this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidSection.

Defaulting Lender. (a) If for any reason Notwithstanding anything to the contrary contained herein, in the event any Lender shall fail or refuse to abide (x) has refused (which refusal constitutes a breach by such Lender of its obligations under this Agreement, including without limitation its obligation ) to make available to Administrative Agent its Applicable Percentage portion of any Loans, expenses Loan or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1y) Business Day after receipt from notifies either the Administrative Agent or the Borrower that such Lender does not intend to make available its portion of written notice thereofany Loan (if the actual refusal would constitute a breach by such Lender of its obligations under this Agreement) (each, thena "Lender Default"), all rights and obligations hereunder of such Lender (a "Defaulting Lender") as to which a Lender Default is in addition effect and of the other parties hereto shall be modified to the rights extent of the express provisions of this Section while such Lender Default remains in effect. Advances shall be incurred pro rata from Lenders which are not Defaulting Lenders (the "Non-Defaulting Lenders") based on their respective Revolving Commitments) and remedies no Revolving Commitment of any Lender or any pro rata share of any Loans required to be advanced by any Lender shall be increased as a result of such Lender Default. Amounts received in respect of principal of any type of Loans shall be applied to reduce the applicable Loans of each Lender pro rata based on the aggregate of the outstanding Loans of that may type of all Lenders at the time of such application; provided, that, such amount shall not be available applied to any Loans of a Defaulting Lender at any time when, and to the other Credit Partiesextent that, the Loan Parties or aggregate amount of Loans of any other party at law or in equity, and not at limitation thereof, (i) Non-Defaulting Lender exceeds such Non-Defaulting Lender’s right 's Revolving Commitment of all Loans then outstanding. A Defaulting Lender shall not be entitled to participate in give instructions to the administration ofAdministrative Agent or to approve, disapprove, consent to or decision-making rights related to, the Obligations, vote on any matters relating to this Agreement or and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents shall may be suspended during made without regard to a Defaulting Lender and, for purposes of the pendency definition of such failure or refusal, and (ii) "Required Lenders," a Defaulting Lender shall be deemed not to be a Lender and not to have assigned Loans outstanding. Other than as expressly set forth in this Section, the rights and obligations of a Defaulting Lender (including the obligation to indemnify the Administrative Agent) and the other parties hereto shall remain unchanged. Nothing in this Section shall be deemed to release any Defaulting Lender from its obligations under this Agreement and all payments due to it from the other Loan PartiesDocuments, whether on account shall alter such obligations, shall operate as a waiver of outstanding Loansany default by such Defaulting Lender hereunder, interestor shall prejudice any rights which the Borrower, fees the Administrative Agent or otherwise, to the remaining non-any Lender may have against any Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, Lender 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 amount payable to default by 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidhereunder.

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative Agent or Fleet that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its Applicable Percentage sole discretion. With respect to the payment of any Loansfunds from Agent to a Lender or from a Lender to Agent, expenses the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolver Loan or setoff payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or purchase payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Loan Documents, Collateral or any Obligations and determining a defaulting Lender's Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender's cure of its Applicable Percentage of defaults hereunder, a participation interest in the Swing Line Loans or L/C Borrowings defaulting Lender shall not be deemed to be a "Lender" and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender 's Commitment 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 be zero (iii) at the option of the Administrative Agent, any 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 existing or future participating interest in any Swing Line Loan or Letter of Credit0). The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove provisions of this SECTION 3.2 shall be restored only upon solely for the payment benefit of Agent and Lenders and may not be enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrowers.

Defaulting Lender. (a) Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to the Person serving as Administrative Agent its Applicable Percentage is a Defaulting Lender pursuant to clause (d) of any Loansthe definition thereof, expenses or setoff or purchase its Applicable Percentage of a participation interest the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Swing Line Loans or L/C Borrowings Borrower and such failure Person remove such Person as Administrative Agent and, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (unless an Event of Default has occurred and is not cured continuing at the time of such appointment in which case only consultation with the Borrower shall be required), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within one 30 days (1or such earlier day as shall be agreed by the Required Lenders) Business Day after receipt (the "Removal Effective Date"), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Administrative Agent of written notice thereof, then, in addition to Resignation Effective Date or the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereofRemoval Effective Date (as applicable), (i) such Defaulting Lender’s right to participate in the administration of, retiring or decision-making rights related to, the Obligations, this Agreement or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Defaulting Lender shall be deemed to have assigned except for any and all indemnity payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, owed 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 retiring or removed Administrative Agent, any amount payable all payments, communications and determinations provided to such Defaulting Lender hereunder (whether on account of principalbe made by, interest, fees to or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as cash collateral the Require d Lenders appoint a successor Administrative Agent as provided for future funding obligations above. Upon the acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the Defaulting Lender rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Obligors to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent's resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. Each Lender acknowledges and agrees that the extensions of credit made here under are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Obligors and their Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or existing 0010146-0000535 NYO1: 2000703970 .115 any related agreement or future participating interest any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder. In case of the pendency of any Swing Line proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit. The Defaulting Lender’s decision-making Credit shall then be due and participation rights payable as herein expressed or by declaration or otherwise and rights to payments as set forth in clauses (iirrespective of whether the Administrative Agent shall have made any demand on the Borrower) and (ii) hereinabove shall be restored only upon entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) to file and prove a claim for the payment by whole amount of the Defaulting Lender principal and interest owing and unpaid in respect of its Applicable Percentage the Loans, Letter of Credit and all other Obligat ions that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any Obligationsclaim for the reasonable compensation, any participation obligationexpenses, or expenses as to which it is delinquentdisbursements and advances of the Lenders, together with interest thereon at the rate set forth in Section 2.08(b) hereof from Issuing Banks and the date when originally Administrative Agent and their respective agents and counsel and all other amounts due until the date upon which any such amounts are actually paid.Lenders, the Issuing Banks and the Administrative Agent under Section

Defaulting Lender. (a) If for any reason any This Section shall remain effective with respect to a Defaulting Lender until such time as the Defaulting Lender shall fail or refuse to abide by no longer be in default of any of its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage Agreement by curing such default by payment of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, all Defaulting Lender Payment Amounts (i) such within the Election Period, or (ii) after the Election Period with the consent of the non-Defaulting Lender’s right Lenders. Such Defaulting Lender nonetheless shall be bound by any amendment to participate in the administration or waiver of any provision of, or decisionany action taken or omitted to be taken by Administrative Agent and/or the non-making rights related toDefaulting Lenders under any Loan Document which is made subsequent to that Lender's becoming a Defaulting Lender and prior to such cure or waiver. The operation of this subsection or the subsection above alone shall not be construed to increase or otherwise affect the Commitment of any non-Defaulting Lender, or relieve or excuse the Obligations, this Agreement performance by Borrower of their duties and obligations hereunder or under any of the other Loan Documents Documents. Furthermore, nothing contained in this Section shall be suspended during release or in any way limit a Defaulting Lender's obligations as a Lender hereunder and/or under any other of the pendency of such failure or refusalLoan Documents. Further, and (ii) a Defaulting Lender shall be deemed to have assigned any indemnify and all payments due to it from hold harmless Administrative Agent and each of the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application tofrom any claim, and reduction ofloss, their proportionate shares of all outstanding Obligations until, or costs incurred by Administrative Agent and/or the non-Defaulting Lenders as a result of application a Defaulting Lender's failure to comply with the requirements of such assigned payments the Lenders’ respective Applicable Percentages this Agreement, including, without limitation, any and all additional losses, damages, costs and expenses (including, without limitation, attorneys' fees) incurred by Administrative Agent and any non-Defaulting Lender as a result of all outstanding Obligations shall have returned to those and/or in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquencyconnection with (i) a non-Defaulting Lender's acting as an Electing Lender, (ii) any enforcement action brought by Administrative Agent against a Defaulting Lender, and (iii) at the option of the Administrative Agent, any 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 action brought against Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Creditand/or Lenders. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove indemnification provided above shall be restored only upon the payment by the Defaulting Lender survive any termination of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidthis Agreement.

Defaulting Lender. (a) If Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers to Agent for any reason any Lender shall fail or refuse to abide by its obligations under this Agreementthe Defaulting Lender’s benefit, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loansand, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and absence of such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition transfer to the rights and remedies that may be available Defaulting Lender, Agent shall promptly transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Commitments (but only to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) extent that such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or Advance was funded by the other Loan Documents shall Lenders) or, if so directed by Administrative Borrower and if no Default or Event of Default had occurred and is continuing (and to the extent such Defaulting Lender’s Advance was not funded by the other Lenders), retain the same to be suspended during re-advanced to Borrowers as if such Defaulting Lender had made Advances to applicable Borrowers. Subject to the pendency foregoing, Agent may hold and, in its Permitted Discretion, re-lend to the applicable Borrowers for the account of such failure Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or refusalconsenting to matters with respect to the Loan Documents, and (ii) a such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have assigned any been declared or shall have become immediately due and all payments due to it from payable, (y) the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application toLenders, Agent 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 Administrative Borrower shall have returned to those waived such Defaulting Lender’s default in effect immediately prior to such delinquency and without giving effect to writing, or (z) the nonpayment causing such delinquency, and (iii) at the option Defaulting Lender makes its Pro Rata Share of the Administrative Agentapplicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, any amount payable to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder (whether on account to Agent or to Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of principalthis Agreement and shall entitle Administrative Borrower at its option, interestupon written notice to Agent, fees or otherwise) shall, in lieu to arrange for a substitute Lender to assume the Commitment of being distributed to such Defaulting Lender, such substitute Lender to be retained by reasonably acceptable to Agent and an Eligible Transferee. In connection with the Administrative Agent as cash collateral for future funding obligations arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in respect favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations) without any premium or penalty of any Loan or existing or future participating interest in kind whatsoever; provided however, that any Swing Line Loan or Letter such assumption of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Commitment of such Defaulting Lender of its Applicable Percentage shall not be deemed to constitute a waiver of any Obligations, any participation obligation, of the Lender Groups’ or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which Borrowers’ rights or remedies against any such amounts are actually paidDefaulting Lender arising out of or in relation to such failure to fund.

Defaulting Lender. (a) 1. If for any reason any Lender shall become a Defaulting Lender or shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent 154 its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iiiii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidDefault Rate.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including including, without limitation limitation, its obligation to make available to Administrative Agent its Applicable Revolving Line Commitment Percentage of any LoansAdvances, expenses or setoff or purchase its Applicable Letter of Credit Commitment Percentage of a participation interest in the Swing Line Loans or L/C Borrowings Letters of Credit and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Secured Parties, the Loan Parties Borrower or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan PartiesBorrower, whether on account of outstanding LoansAdvances, 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 payments, Lenders’ respective Applicable Commitment 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 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 Advance or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b2.6(f) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shall become a Defaulting Lender or shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Swingline Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (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 delinquencyObligations, and (iii) at the option of the Administrative Agent, any 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iiiii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid.. 103

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at a rate equal to the rate set forth Federal Funds Rate from time to time in Section 2.08(b) hereof effect from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. At any time that there shall exist a Defaulting Lender, on the first (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (11st) Business Day after receipt following the date on which Borrower receives notice from the Administrative Agent or any LC Issuer demanding the deposit of written notice thereof, then, in addition Cash Collateral pursuant to the rights and remedies that may be available to the other Credit Partiesthis paragraph, the Loan Parties or any other party at law or Borrower shall deposit in equityan account with the Administrative Agent for the benefit of the applicable LC Issuer, and not at limitation thereof, (ian amount in Dollars in cash equal to 100% of the total Fronting KE 84627654 Exposure of such LC Issuer as of such date. Each such deposit pursuant to this Section 2.2.10(b) such 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 to participate in of withdrawal, over such account. Other than any interest earned on the administration ofinvestment of such deposits, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents which investments shall be suspended during the pendency of such failure or refusal, and (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) 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 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 amount payable 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 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 applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable DSR Lender or the provision by or on behalf of such Defaulting Lender hereunder of Cash Collateral pursuant to Section 2.6.6(d)), or (whether on account of principal, interest, fees or otherwiseii) shall, in lieu of being distributed to such Defaulting Lender, be retained the determination by the Administrative Agent as cash collateral and each LC Issuer that there exists excess Cash Collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidpurpose.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this AgreementAgreement (as determined by Administrative Agent in its reasonable discretion, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage pro rata share of any Loans, expenses or setoff or purchase its Applicable Percentage of (a participation interest in the Swing Line Loans or L/C Borrowings "Defaulting Lender") and such failure is not cured within one ten (110) Business Day after days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the Administrative Agent, other Credit PartiesLenders, the Loan Parties Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s 's right to participate in the administration of, or decision-making rights related to, the ObligationsLoans, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ Lender's respective Applicable Percentages pro rata shares of all outstanding Obligations Loans 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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof daily average Federal Funds Effective Rate from the date when originally due until the date upon which any such amounts are actually paid.. The non-defaulting Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Defaulting Lender's Commitment to fund the Loans (a "Future Commitment"). Upon any such purchase of the pro rata share of any Defaulting Lender's Future Commitment, the Defaulting Lender's share in the Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to 144 the Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Swingline Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at in limitation thereof, (i) 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, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) 2.12 hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (a) If for including any reason any principal, interest or fees and whether in respect of Loans, participation interests or otherwise). For purposes of voting or consenting to matters with respect to this Agreement and the other Loan Documents and determining Pro Rata, such Defaulting Lender shall fail or refuse be deemed not to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of be a participation interest in the Swing Line Loans or L/C Borrowings “Lender” and such failure Lender’s Commitment shall be deemed to be zero (0). At any time that there is not cured within one a Defaulting Lender, payments received for application to the Obligations payable to Lenders (1other than the Defaulting Lender) Business Day in accordance with the terms of this Agreement shall be distributed to such non-defaulting Lenders on a Pro Rata basis calculated after receipt from giving effect to the Administrative reduction of the Defaulting Lender’s Loan to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata share of written notice thereofthe Defaulting Lender. To the extent that Agent elects to receive and retain such amounts, thenAgent may hold them and, in its reasonable discretion, relend such amounts to Borrowers. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Loans for the account of Agent in addition to the rights and remedies Loans that may be available are made by Lenders, other than Defaulting Lenders, on a Pro Rata basis as calculated after giving effect to the other Credit Parties, reduction of the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right Commitment to participate zero (0) as provided herein but shall be repaid in the administration ofsame order of priority as Protective Advances for purposes of Section 5.7.1 hereof, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents except as Agent may otherwise elect. Agent shall determine whether any Loans requested shall be suspended during made from relending such amounts or from Loans from Lenders other than the pendency Defaulting Lenders and any allocation of such failure or refusal, and (ii) requested Loans between them. The rights of a Defaulting Lender shall be deemed to have assigned any and limited as provided herein until such time as the Defaulting Lender (a) has made all payments due to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender, (b) has made any other payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Loans, which payments as to the principal amount of Loans shall be settled and funded based on the outstanding principal balance of the Loans on the date that Defaulting Lender makes all of the payments required to be made under Section 4.2(a) above or shall be settled and funded by such Lender at such other time thereafter as Agent may specify, and (c) is otherwise in compliance with the terms of this Agreement. Upon the making of such payment or payments by Defaulting Lender with respect to the event that is the basis for it having become a Defaulting Lender, such Lender shall (i) cease to be a Defaulting Lender, (ii) only be entitled to receive the payment of interest (and no other amounts) accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, Borrowers relating to the remaining funds constituting Loans funded by such Lender prior to the date that such Lender became a Defaulting Lender (and not previously paid to such Lender), (iii) have its Commitment reinstated for all purposes and (iv) fund Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse (except as otherwise expressly provided herein with respect to such Defaulting Lender) the performance by any Borrower or Guarantor of its duties and obligations hereunder. During any period in which there is a Defaulting Lender with a Commitment, for purposes of computing the amount of the obligation of each non-Defaulting Lenders for application toLender to acquire, and reduction of, their proportionate shares refinance or fund participations in Letters of all outstanding Obligations until, as Credit the Pro Rata share of each non-Defaulting Lender with a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations Commitment shall have returned to those in effect immediately prior to such delinquency and be computed without giving effect to the nonpayment causing such delinquencyCommitment of that Defaulting Lender, and (iii) at such obligation to so acquire, refinance or fund participations in such Letters of Credit shall automatically be reallocated among the option of the Administrative Agentnon-Defaulting Lenders with Commitments or Commitments, any amount payable to as applicable, upon such Defaulting Lender becoming a Defaulting Lender; provided, that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in such Letters of Credit shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Loans of that Lender. No reallocation hereunder (whether on account shall constitute a waiver or release of principal, interest, fees or otherwise) shall, in lieu any claim of being distributed to such any party hereunder against a Defaulting Lender with a Commitment arising from that Lender having become a Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations including any claim of the a non-Defaulting Lender in respect as a result of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The such Non-Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any increased exposure following such amounts are actually paidreallocation.

Defaulting Lender. (a) If for any reason Notwithstanding anything to the contrary contained herein, in the event that any Lender shall fail or refuse to abide (x) has refused (which refusal constitutes a breach by such Lender of its obligations under this Agreement, including without limitation its obligation ) to make available its portion of any Advance or (y) notifies either Agent or Borrower that it does not intend to Administrative Agent make available its Applicable portion of any Advance (if the actual refusal would constitute a breach by such Lender of its obligations under this Agreement) (each, a "Lender Default"), all rights and obligations hereunder of such Lender (a "Defaulting Lender") as to which a Lender Default is in effect and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.13 while such Lender Default remains in effect. Advances shall be incurred pro rata from Lenders that are not Defaulting Lenders (collectively, the "Non-Defaulting Lenders") based on their respective Commitment Percentages, and no Commitment Percentage of any LoansLender or any pro rata share of any Advances required to be advanced by any Lender shall be increased as a result of such Lender Default. Amounts received in respect of principal of any type of Advances shall be applied to reduce the applicable Advances of each Lender pro rata based on the aggregate of the outstanding Advances of that type of all Lenders at the time of such application; provided that such amount shall not be applied to any Advances of a Defaulting Lender at any time when, expenses or setoff or purchase its Applicable and to the extent that, the aggregate amount of Advances of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage of a participation interest in the Swing Line Loans all Advances then outstanding. A Defaulting Lender shall not be entitled to give instructions to Agent or L/C Borrowings to approve, disapprove, consent to or vote on any matters relating to this Agreement and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit PartiesLoan Documents. All amendments, the Loan Parties or any waivers and other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, modifications of this Agreement or and the other Loan Documents shall may be suspended during made without regard to a Defaulting Lender and, for purposes of the pendency definition of such failure or refusal"Required Lenders", and (ii) a Defaulting Lender shall be deemed not to be a Lender and not to have assigned Advances outstanding. Other than as expressly set forth in this Section 2.13, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.13 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and all payments due to it from the other Loan PartiesDocuments, whether on account shall alter such obligations, shall operate as a waiver of outstanding Loansany default by such Defaulting Lender hereunder, interestor shall prejudice any rights that Borrower, fees Agent or otherwise, to the remaining non-any Lender may have against any Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, Lender 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 amount payable to default by such Defaulting Lender hereunder (whether on account hereunder. In the event that a Defaulting Lender retroactively cures, to the satisfaction of principalAgent, interest, fees or otherwise) shall, in lieu of being distributed the breach that caused a Lender to such become a Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the such Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The shall no longer be a Defaulting Lender’s decision-making Lender and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the treated as a Non-Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidunder this Agreement.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to the Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Swingline Loans or L/C Borrowings and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at in limitation thereof, (i) 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, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) 2.12 hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative Agent or Fleet that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its Applicable Percentage sole discretion. With respect to the payment of any Loansfunds from Agent to a Lender or from a Lender to Agent, expenses the party failing to make the Full Payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolver Loan shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan to be made by such Lender on the date of any Borrowing. Solely for purposes of voting or setoff consenting to matters with respect to any of the DIP Financing Documents, Collateral or purchase its Applicable Percentage any Obligations and determining a defaulting Lender's Pro Rata share of payments and proceeds of Collateral, a participation interest in the Swing Line Loans or L/C Borrowings defaulting Lender shall not be deemed to be a "Lender" and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender 's Commitment 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 be zero (iii) at the option of the Administrative Agent, any 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 existing or future participating interest in any Swing Line Loan or Letter of Credit0). The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove provisions of this SECTION 3.2 shall be restored only upon solely for the payment benefit of Agent and Lenders and may not be enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrower.

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its Applicable Percentage sole discretion. With respect to the payment of any Loansfunds from Agent to a Lender or from a Lender to Agent, expenses the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or setoff payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or purchase payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Loan Documents, Collateral or any Obligations and determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its Applicable Percentage of defaults hereunder, a participation interest in the Swing Line Loans or L/C Borrowings defaulting Lender shall not be deemed to be a “Lender” and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender Commitment 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 be zero (iii) at the option of the Administrative Agent, any 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 existing or future participating interest in any Swing Line Loan or Letter of Credit0). The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove provisions of this Section 4.2 shall be restored only upon solely for the payment benefit of Agent and Lenders and may not be enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrowers.

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its Applicable Percentage sole discretion. With respect to the payment of any Loansfunds from Agent to a Lender or from a Lender to Agent, expenses the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or setoff payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or purchase payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Loan Documents, Collateral or any Obligations and determining a defaulting Lender's share of payments and proceeds of Collateral pending such defaulting Lender's cure of its Applicable Percentage of defaults hereunder, a participation interest in the Swing Line Loans or L/C Borrowings defaulting Lender shall not be deemed to be a "Lender" and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender 's Commitment 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 be zero (iii) at the option of the Administrative Agent, any 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 existing or future participating interest in any Swing Line Loan or Letter of Credit0). The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove provisions of this SECTION 4.2 shall be restored only upon solely for the payment benefit of Agent and Lenders and may not be enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrowers.

Defaulting Lender. (a) If for any reason In the event that any Lender shall fail or refuse fails to abide by fund its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage Pro ------------------ Rata Share of any LoansAdvance requested or deemed requested by the Borrower, expenses or setoff or purchase its Applicable Percentage which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance being hereinafter referred to as a participation interest in "Non Pro Rata Loan"), until the Swing Line Loans or L/C Borrowings and earlier of such Lender's cure of such failure is not cured within one (1) Business Day after receipt from and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of written notice thereof, thenall other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in addition full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, contrary: (i) such Defaulting Lender’s right the foregoing provisions of this Section 9.2 shall apply only ------------ with respect to participate in the administration of, proceeds of payments of Obligations and shall not affect the conversion or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency continuation of such failure or refusal, and Loans pursuant to Section 2.9; ------------ (ii) a Defaulting any such Lender shall be deemed to have assigned cured its failure to fund its Pro Rata Share, of any and all payments due Advance at such time as an amount equal to it from such Lender's original Pro Rata Share of the Loan Partiesrequested principal portion of such Advance is fully funded to the Borrower, whether on account made by such Lender itself or by operation of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application toterms of this Section 9.2, and reduction ofwhether or not the Non Pro ----------- Rata Loan with respect thereto has been repaid, 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 converted or continued; (iii) at amounts advanced to the option of the Administrative AgentBorrower to cure, in full or in part, any amount payable such Lender's failure 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 fund its Pro Rata Share of any Loan or existing or future participating Advance ("Cure Loans") shall bear interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth applicable to Floating Rate Loans in Section 2.08(beffect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans; (iv) hereof from regardless of whether or not a Default has occurred or is continuing, and notwithstanding the date when originally due instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans ----- constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other ------ than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans; (v) for so long as and until the date upon which earlier of any such amounts are actually paidLender's cure of the failure to fund its Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Share of such Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Pro Rata Shares of such Lenders; and (vi) for so long as and until any such Lender's failure to fund its Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), such Lender shall not be entitled to any Facility Fees with respect to its Revolving Loan Commitment, which Facility Fees shall accrue in favor of the Lenders which have funded their respective Pro Rata Share of such requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the outstanding principal amount of the Loans owing to such performing Lenders.

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative Agent or BofA that is required hereunder, Administrative Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender's defaulted obligations hereunder, at such time, and in such order, as Administrative Agent may elect in its Applicable Percentage discretion. With respect to the payment of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt funds from the Administrative Agent of written notice thereofto a Lender or from a Lender to Administrative Agent, then, in addition the party failing to make the full payment when due pursuant to the rights and remedies that may be available to terms hereof shall, on demand by the other Credit Partiesparty, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan Parties or payment in respect of an LC Obligation shall not relieve any other party at law Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in equityrespect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation. Solely as among the Lenders and not at limitation thereof, solely for purposes of (i) such Defaulting Lender’s right voting upon or consenting to participate in amendments, waivers, actions or inactions under any of the administration ofLoan Documents, or decision-making rights related to, with respect to the Collateral or any Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a Defaulting defaulting Lender's share of payments and proceeds of Collateral pending such defaulting Lender's cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a "Lender" and such Lender's Commitment shall be deemed to have assigned any and all payments due to it from be zero (0). The provisions of this Section 4.2 shall be solely for the Loan Parties, whether on account benefit 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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights Lenders and rights to payments as set forth in clauses (i) and (ii) hereinabove shall may not be restored only upon the payment enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrowers.

Defaulting Lender. If any Lender shall, at any time, (a) If for fail to make any reason any Lender shall fail payment to Agent or refuse Regions that is required hereunder or fails otherwise to abide by perform its obligations under this Agreementany Credit Documents, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from Day, or (b) is the Administrative Agent subject of written notice thereof, then, in addition any bankruptcy or insolvency proceeding (such Lender is referred to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such herein as a "Defaulting Lender’s right to participate in the administration of"), or decision-making rights related Agent may, but shall not be required to, the Obligations, this Agreement or the other Loan Documents shall retain payments that would otherwise be suspended during the pendency of such failure or refusal, and (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 amount payable made to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed and apply such payments to such Defaulting LenderXxxxxx's defaulted obligations hereunder, be retained at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the Administrative Agent as cash collateral for future funding obligations other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of the Defaulting any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or existing payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing. Solely as among the Lenders and solely for purposes of voting or future participating interest in consenting to matters with respect to any Swing Line Loan of the Credit Documents, Collateral or Letter any Obligations and determining a Defaulting Lender's share of Creditpayments, fees and proceeds of Collateral pending such Defaulting Lender's cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a "Lender" and such Xxxxxx's Commitment shall be deemed to be zero (0). The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove provisions of this Section 2.16 shall be restored only upon solely for the payment benefit of Agent and Xxxxxxx and may not be enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrowers.

Defaulting Lender. If a Lender fails to make any payment to Agent that is required hereunder (a) If a “Defaulting Lender”), Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any reason payments hereunder (including any principal, interest or fees and whether in respect of Revolving Loans, participation interests or otherwise). For purposes of voting or consenting to matters with respect to this Agreement and the other Loan Documents and determining Pro Rata, such Defaulting Lender shall fail or refuse be deemed not to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of be a participation interest in the Swing Line Loans or L/C Borrowings “Lender” and such failure Lender’s Commitment shall be deemed to be zero (0). At any time that there is not cured within one a Defaulting Lender, payments received for application to the Obligations payable to Lenders (1other than the Defaulting Lender) Business Day in accordance with the terms of this Agreement shall be distributed to such non-defaulting Lenders on a Pro Rata basis calculated after receipt from giving effect to the Administrative reduction of the Defaulting Lender’s Commitment to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata share of written notice thereofthe Defaulting Lender. To the extent that Agent elects to receive and retain such amounts, thenAgent may hold them and, in its reasonable discretion, relend such amounts to Borrowers. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Revolving Loans for the account of Agent in addition to the rights and remedies Revolving Loans that may be available are made by the Lenders, other than Defaulting Lenders, on a Pro Rata basis as calculated after giving effect to the other Credit Parties, reduction of the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right Commitment to participate zero (0) as provided herein but shall be repaid in the administration ofsame order of priority as Protective Advances for purposes of Section 5.6.1 hereof, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents except as Agent may otherwise elect. Agent shall determine whether any Revolving Loans requested shall be suspended during made from relending such amounts or from Revolving Loans from the pendency Lenders other than the Defaulting Lenders and any allocation of such failure or refusal, and (ii) requested Revolving Loans between them. The rights of a Defaulting Lender shall be deemed to have assigned any and limited as provided herein until such time as the Defaulting Lender (a) has made all payments due to Agent of the amounts that it from had failed to pay causing it to become a Defaulting Lender, (b) has made any other payments as it would have been required to make as a Lender during the Loan Parties, whether on account period that it was a Defaulting Lender other than in respect of outstanding the principal amount of Revolving Loans, interest, fees or otherwise, which payments as to the remaining non-principal amount of Revolving Loans shall be settled and funded based on the outstanding principal balance of the Revolving Loans on the date that Defaulting Lenders for application to, Lender makes all of the payments required to be made under Section 4.2(a) above or shall be settled and reduction of, their proportionate shares of all outstanding Obligations until, funded by such Lender at such other time thereafter 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 delinquencyAgent may specify, and (c) is otherwise in compliance with the terms of this Agreement. Upon the making of such payment or payments by Defaulting Lender with respect to the event that is the basis for it having become a Defaulting Lender, such Lender shall (i) cease to be a Defaulting Lender, (ii) only be entitled to receive the payment of interest (and no other amounts) accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the account of Borrowers relating to the funds constituting Loans funded by such Lender prior to the date that such Lender became a Defaulting Lender (and not previously paid to such Lender), (iii) at the option have its Commitment reinstated for all purposes and (iv) fund Loans and settle in respect of the Administrative AgentLoans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by any amount payable Borrower or Guarantor of its duties and obligations hereunder. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender hereunder (whether on account of principalthis Agreement and shall entitle Administrative Borrower at its option, interestupon written notice to Agent, fees or otherwise) shall, in lieu to arrange for a substitute Lender to assume the Commitment of being distributed to such Defaulting Lender, such substitute Lender to be retained by acceptable to Agent (such acceptance not to be unreasonably withheld). In connection with the Administrative Agent as cash collateral for future funding obligations arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed Assignment and Acceptance in respect favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Debt) without any premium or penalty of any Loan or existing or future participating interest in kind whatsoever; provided, however, that any Swing Line Loan or Letter such assumption of Credit. The the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Agent’s, any Lender’s decision-making and participation or Borrowers’ rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the or remedies against any such Defaulting Lender arising out of its Applicable Percentage of any Obligations, any participation obligation, or expenses as in relation to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidfailure to fund.

Defaulting Lender. (a) If for Notwithstanding any reason provision of this Agreement to the contrary, if any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of becomes a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereofDefaulting Lender, then, for so long as such Lender is a Defaulting Lender, such Defaulting Lender and the Commitment and the Extensions of Credit of such Defaulting Lender shall not be included in addition to determining whether the rights and remedies that may be available to the other Credit PartiesLenders, the Loan Parties Required Lenders or any directly affected Lender under the Facility have taken or may take any action hereunder (including any consent to any amendment, consent, waiver or other party at law modification pursuant to Section 10.1) and Commitment Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender; provided, that this Section 2.25 shall not apply in the case of an amendment, waiver or in equity, and not at limitation thereof, other modification that has the effect of (i) increasing the amount or extending the expiration date of all or any portion of such Defaulting Lender’s right to participate in Commitment or extending the administration offinal scheduled maturity date of any Loan held by such Defaulting Lender, 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, and (ii) a forgiving or reducing any principal amount of any Loan owing to such Defaulting Lender, or (iii) reducing the stated rate of any interest or fees payable to such Defaulting Lender shall be deemed to have assigned hereunder, or extending the scheduled date of any and all payments due to it from payment required hereunder (for the Loan Partiespurpose of clarity, whether on account of outstanding Loansthe foregoing clauses (i), 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(ii), and (iii) at the option shall not include any waiver of the Administrative Agent, any amount payable to such Defaulting Lender hereunder (whether on account a mandatory prepayment and shall not preclude a waiver 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 applicability of any Loan or existing or future participating post-default increases in interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidrates).

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative Agent or BofA that is required hereunder, Administrative Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Administrative Agent may elect in its Applicable Percentage discretion. With respect to the payment of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt funds from the Administrative Agent of written notice thereofto a Lender or from a Lender to Administrative Agent, then, in addition the party failing to make the full payment when due pursuant to the rights and remedies that may be available to terms hereof shall, on demand by the other Credit Partiesparty, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan Parties or payment in respect of an LC Obligation shall not relieve any other party at law Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in equityrespect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation. Solely as among the Lenders and not at limitation thereof, solely for purposes of (i) such Defaulting Lender’s right voting upon or consenting to participate in amendments, waivers, actions or inactions under any of the administration ofLoan Documents, or decision-making rights related to, with respect to the Collateral or any Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a Defaulting defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have assigned any and all payments due to it from be zero (0). The provisions of this Section 4.2 shall be solely for the Loan Parties, whether on account benefit 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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights Lenders and rights to payments as set forth in clauses (i) and (ii) hereinabove shall may not be restored only upon the payment enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrowers.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Swingline Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason In the event that any Lender shall fail fails to fund its Pro Rata Share of the Advance requested or refuse deemed requested by the Borrower, which such Lender is obligated to abide by its obligations fund under the terms of this AgreementAgreement (the funded portion of the Advance being hereinafter referred to as a “Non Pro Rata Loan”), including without limitation its obligation to make available to Administrative Agent its Applicable Percentage until the earlier of any Loans, expenses or setoff or purchase its Applicable Percentage such Lender’s cure of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from and the termination of the Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender’s share of written notice thereof, thenall other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in addition full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the rights and remedies that may be available contrary: the foregoing provisions of this Section 9.2 shall apply only with respect to the other Credit Parties, proceeds of payments of Obligations and shall not affect the Loan Parties conversion or continuation of Loans pursuant to Section 2.9; any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due cured its failure to it from fund its Pro Rata Share, of the Loan PartiesAdvance at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of the Advance is fully funded to the Borrower, whether on account made by such Lender itself or by operation of outstanding Loansthe terms of this Section 9.2, interestand whether or not the Non Pro Rata Loan with respect thereto has been repaid, fees converted or otherwise, continued; amounts advanced to the remaining non-Defaulting Lenders for application toBorrower to cure, and reduction ofin full or in part, their proportionate shares of all outstanding Obligations until, as a result of application of any such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned Lender’s failure to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option fund its Pro Rata Share of the Administrative Agent, any amount payable to such Defaulting Lender hereunder Advance (whether on account of principal, interest, fees or otherwise“Cure Loans”) 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 existing or future participating shall bear interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth applicable to Floating Rate Loans in Section 2.08(b) hereof effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the date when originally due instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans; for so long as and until the date upon which earlier of any such amounts are actually paidLender’s cure of the failure to fund its Pro Rata Share of the Advance and the termination of the Commitments, the term “Required Lenders” for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Share of the Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Pro Rata Shares of such Lenders; and for so long as and until any such Lender’s failure to fund its Pro Rata Share of the Advance is cured in accordance with Section 9.2(ii), such Lender shall not be entitled to any Facility Fees with respect to its Commitment or Loans, which Facility Fees shall accrue in favor of the Lenders which have funded their respective Pro Rata Share of the Advance, and shall be allocated among such performing Lenders ratably based upon their relative Commitments or Loans.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.. 101

Defaulting Lender. (a) If for any reason any Lender (a “Defaulting Lender”) shall fail or refuse to abide by perform any of its obligations under this AgreementAgreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loansif no time period is specified, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and if such failure is not cured within one (1) or refusal continues for a period of 2 Business Day Days after receipt notice from the Administrative Agent of written notice thereofAgent, then, in addition to the rights and remedies that may be available to the other Credit PartiesAgent or the Borrower under this Agreement or Applicable Law, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, of the ObligationsLoans, this Agreement or and the other Loan Documents Documents, including without limitation, any right (i) to vote in respect of, to consent to or to direct any action or inaction of the Agent or in respect of any other matter requiring the vote or consent of all Lenders or Requisite Lenders or (ii) to be taken into account in the calculation of Requisite Lenders, shall be suspended during the pendency of such failure or refusal, and (ii) . If for any reason a Defaulting Lender shall be deemed fails to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, make timely payment to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares Agent of all outstanding Obligations until, as a result of application of such assigned payments any amount required to be paid to the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the nonpayment causing Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such delinquency, and (iii) Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the option Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the Administrative Agentdefaulted payment and any related interest, any amount amounts otherwise payable to such Defaulting Lender hereunder under this Agreement or any other Loan Document and (whether on account iii) to bring an action or suit against such Defaulting Lender in a court of principal, competent jurisdiction to recover the defaulted amount and any related interest, fees or otherwise) shall, . Any amounts received by the Agent in lieu respect of being distributed a Defaulting Lender’s Loan shall not be paid to such Defaulting Lender, Lender and shall be retained held by the Administrative Agent as cash collateral for future funding obligations of the and paid to such Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The upon the Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender curing of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paiddefault.

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative Agent or Fleet that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its Applicable Percentage sole discretion. With respect to the payment of any Loansfunds from Agent to a Lender or from a Lender to Agent, expenses the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolver Loan or setoff payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or purchase payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Loan Documents, Collateral or any Obligations and determining a defaulting Lender's Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender's cure of its Applicable Percentage of defaults hereunder, a participation interest in the Swing Line Loans or L/C Borrowings defaulting Lender shall not be deemed to be a "Lender" and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender 's Commitment 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 be zero (iii) at the option of the Administrative Agent, any 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 existing or future participating interest in any Swing Line Loan or Letter of Credit0). The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove provisions of this Section 3.2 shall be restored only upon solely for the payment benefit of Agent and Lenders and may not be enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrowers.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its payment and/or funding obligations under this Agreement, including including, without limitation limitation, its obligation to make available to Administrative Agent its Applicable Revolving Line Commitment Percentage of any LoansAdvances and/or its Term Loan Commitment Percentage of any Term Loan Advance, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereofthereof (such Lender is referred to herein as a “Defaulting Lender”), then, in addition to the rights and remedies that may be available to the other Credit PartiesLenders, the Loan Parties Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related toto (including any voting or consent right), the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan PartiesBorrower, whether on account of outstanding LoansAdvances, Term Loan Advance, 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 payments, Lenders’ respective Applicable Commitment 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 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 Advance and/or Term Loan or existing or future participating interest in any Swing Line Loan or Letter of CreditAdvance. The Defaulting Lender’s decision-making and participation rights (including any voting or consent rights) and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b2.5(g) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for Notwithstanding anything to the contrary contained herein, in the event any reason Lender is a Defaulting Lender, all rights and obligations hereunder of such Xxxxxx and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.16 while such Lender is a Defaulting Lender. (b) Advances shall be incurred pro rata from Lenders (the “Non-Defaulting Lenders”) which are not Defaulting Lenders based on their respective Commitment Percentages, and no Commitment Percentage of any Lender or any pro rata share of any Advances required to be advanced by any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage be increased as a result of such Lender being a Defaulting Lender. Amounts received in respect of principal of any Loanstype of Advances shall be applied to reduce the applicable Advances of each Lender (other than any Defaulting Lender) pro rata based on the aggregate of the outstanding Advances of that type of all Lenders at the time of such application; provided that Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, expenses nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or setoff fees). Amounts payable to a Defaulting Lender shall instead be paid to or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative retained by Agent. Agent of written notice thereof, thenmay hold and, in addition its discretion, re-lend to Borrower the rights and remedies that may be available to amount of such payments received or retained by it for the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) account of such Defaulting Lender’s right . (c) A Defaulting Lender shall not be entitled to participate in the administration ofgive instructions to Agent or to approve, disapprove, consent to or decision-making rights related to, the Obligations, vote on any matters relating to this Agreement or and the other Loan Documents shall be suspended during other than (i) any such amendment, waiver or consent to the pendency of such failure or refusal, extent that it relates to any matter that disproportionately affects any Defaulting Lender and (ii) any of the matters governed by Section 15.2(a)(i) through (iii) that affect such Lender. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to 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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.56

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in In addition to the rights and remedies that may be available to the other Credit PartiesAdministrative Agent or the Borrower under this Agreement or applicable law, the Loan Parties or if at any other party at law or in equity, and not at limitation thereof, (i) time a Lender is a Defaulting Lender such Defaulting Lender’s 's right to participate in the administration of, or decision-making rights related to, of the ObligationsRevolving Credit Loans, this Agreement or and the other Loan Documents Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Required Lenders, shall be suspended during the pendency of such failure or refusal, and (ii) . If a Lender is a Defaulting Lender shall be deemed because it has failed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, make timely payment to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares Administrative Agent of all outstanding Obligations until, as a result of application of such assigned payments any amount required to be paid to the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the nonpayment causing Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (i) to collect interest from such delinquency, and (iii) Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the option of Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction or the Administrative Agentdefaulted payment and any related interest, any amount otherwise payable to such Defaulting Lender hereunder 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 (whether on account of principal, interest, fees iii) to bring an action or otherwise) shall, in lieu of being distributed to suit against such Defaulting Lender, be retained Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amount received by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The a Defaulting Lender’s decision-making 's Revolving Credit Loans shall not be paid to such Defaulting Lender and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only held uninvested by the Administrative Agent and either applied against the purchase price of such Revolving Credit Loans under the subsection (b) of this Section 5.14 or paid to such Defaulting Lender upon the payment by the default of such Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidbeing cured.

Defaulting Lender. (a) If Notwithstanding any provision of this Agreement to the contrary, if for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of become a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereofDefaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i%4) subject to Section 10.01, 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, and (ii%4) 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%4) 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) 2.08 hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Swingline Loans or L/C Borrowings and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the ObligationsObligations and Other Liabilities, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (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 and Other Liabilities until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations and Other Liabilities 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 At the option of the Administrative Agent, any 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at a rate equal to the rate set forth Federal Funds Rate from time to time in Section 2.08(b) hereof effect from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shall become a Defaulting Lender or shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of CreditLoan. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iiiii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidDefault Rate.

Defaulting Lender. (a) If for any reason any Lender shall become a Deteriorating Lender or shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Deteriorating Lender’s or 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, and (ii) a Deteriorating Lender or 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 amount payable to such Deteriorating Lender or Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Deteriorating Lender or Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Deteriorating Lender or Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b2.14(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shall become a Defaulting Lender or shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iiiii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If a Lender fails to make any payment to Agent that is required hereunder (a) If a “Defaulting Lender”), Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any reason payments hereunder (including any principal, interest or fees and whether in respect of Revolving Loans, participation interests or otherwise). For purposes of voting or consenting to matters with respect to this Agreement and the other Loan Documents and determining Pro Rata, such Defaulting Lender shall fail or refuse be deemed not to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of be a participation interest in the Swing Line Loans or L/C Borrowings “Lender” and such failure Lender’s Revolving Loan Commitment shall be deemed to be zero (0). At any time that there is not cured within one a Defaulting Lender, payments received for application to the Obligations payable to Lenders (1other than the Defaulting Lender) Business Day in accordance with the terms of this Agreement shall be distributed to such non-defaulting Lenders on a Pro Rata basis calculated after receipt from giving effect to the Administrative reduction of the Defaulting Lender’s Revolving Loan Commitment to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata share of written notice thereofthe Defaulting Lender. To the extent that Agent elects to receive and retain such amounts, thenAgent may hold them and, in its reasonable discretion, relend such amounts to Borrowers. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Revolving Loans for the account of Agent in addition to the rights and remedies Revolving Loans that may be available are made by the Lenders, other than Defaulting Lenders, on a Pro Rata basis as calculated after giving effect to the other Credit Parties, reduction of the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right Commitment to participate zero (0) as provided herein but shall be repaid in the administration ofsame order of priority as Protective Advances for purposes of Section 5.6.1 hereof, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents except as Agent may otherwise elect. Agent shall determine whether any Revolving Loans requested shall be suspended during made from relending such amounts or from Revolving Loans from the pendency Lenders other than the Defaulting Lenders and any allocation of such failure or refusal, and (ii) requested Revolving Loans between them. The rights of a Defaulting Lender shall be deemed to have assigned any and limited as provided herein until such time as the Defaulting Lender (a) has made all payments due to Agent of the amounts that it from had failed to pay causing it to become a Defaulting Lender, (b) has made any other payments as it would have been required to make as a Lender during the Loan Parties, whether on account period that it was a Defaulting Lender other than in respect of outstanding the principal amount of Revolving Loans, interest, fees or otherwise, which payments as to the remaining non-principal amount of Revolving Loans shall be settled and funded based on the outstanding principal balance of the Revolving Loans on the date that Defaulting Lenders for application to, Lender makes all of the payments required to be made under Section 4.2(a) above or shall be settled and reduction of, their proportionate shares of all outstanding Obligations until, funded by such Lender at such other time thereafter 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 delinquencyAgent may specify, and (iiic) at is otherwise in compliance with the option terms of this Agreement. Upon the Administrative Agent, any amount payable to making such payment or payments by Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed with respect to such the event that is the basis for it having become a Defaulting Lender, such Lender shall (i) cease to be a Defaulting Lender, (ii) only be entitled to receive the payment of interest (and no other amounts) accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the Administrative Agent as cash collateral for future funding obligations account of Borrowers relating to the funds constituting Loans funded by such Lender prior to the date that such Lender became a Defaulting Lender (and not previously paid to such Lender), (iii) have its Commitment reinstated for all purposes and (iv) fund Loans and settle in respect of any Loan or existing or future participating interest the Loans and other Obligations in any Swing Line Loan or Letter of Creditaccordance with the terms hereof. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the existence of a Defaulting Lender and the operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by any Borrower or Guarantor of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidduties and obligations hereunder.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its payment and/or funding obligations under this Agreement, including including, without limitation limitation, its obligation to make available to Administrative Agent its Applicable Revolving Line Commitment Percentage of any LoansAdvances, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one two (12) Business Day after days of receipt from the Administrative Agent of written notice thereofthereof (such Lender is referred to herein as a “Defaulting Lender”), then, in addition to the rights and remedies that may be available to the other Credit PartiesLenders, the Loan Parties Borrower or any other party at law or in equity, and not at limitation thereof, (i) 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 refusalrefusal (except that a Defaulting Lender shall retain its rights with respect to the matters in Section 13.7 (i), (ii) and (iii)), and (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan PartiesBorrower, whether on account of outstanding LoansAdvances, 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 payments, Lenders’ respective Applicable Commitment 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 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 existing or future participating interest in any Swing Line Loan or Letter of CreditAdvance. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove and in Section 10.10(d) below shall be restored only upon the payment by the Defaulting Lender of its Applicable Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b2.5(g) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any a Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equitybecomes, and not at limitation thereofduring the period it remains, (i) such a Defaulting Lender’s right to participate in , any amount paid by the administration of, Borrower or decision-making rights related to, otherwise received by the Obligations, this Agreement or Agent for the other Loan Documents shall be suspended during the pendency account of such failure or refusal, and (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 amount payable to such Defaulting Lender hereunder under this Agreement (whether on account of principal, interest, fees fees, indemnity payments or otherwiseother amounts) shall, in lieu of being will not be paid or distributed to such Defaulting Lender, but will instead be at the direction of the Borrower retained by the Administrative Agent as cash collateral for future funding in a segregated non-interest bearing account until the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Agent, to the 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 Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in respect accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to pay principal then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and sixth after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. Subject to Section 2.04, any Loan payments, prepayments or existing other amounts paid or future participating interest in any Swing Line Loan payable to a Defaulting Lender that are applied (or Letter of Credit. The held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender’s decision-making , and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment each Lender irrevocably consents hereto; provided that any such amount received by the Agent pursuant to this Section 2.20(a) shall, subject to Section 2.20(c), be released to the applicable Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as promptly upon such Defaulting Lender no longer being deemed to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidbe a Defaulting Lender.

Defaulting Lender. (a) If for any reason any Lender (a "Defaulting Lender") shall fail or refuse to abide by perform any of its obligations under this AgreementAgreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loansif no time period is specified, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and if such failure is not cured within one (1) or refusal continues for a period of 2 Business Day Days after receipt notice from the Administrative Agent of written notice thereofAgent, then, in addition to the rights and remedies that may be available to the other Credit PartiesAgent or the Borrower under this Agreement or Applicable Law, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s 's right to participate in the administration of, or decision-making rights related to, of the ObligationsLoans, this Agreement or and the other Loan Documents 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 Requisite Lenders, shall be suspended during the pendency of such failure or refusal, and (ii) . If for any reason a Defaulting Lender shall be deemed fails to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, make timely payment to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares Agent of all outstanding Obligations until, as a result of application of such assigned payments any amount required to be paid to the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the nonpayment causing Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such delinquency, and (iii) Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the option Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the Administrative Agentdefaulted payment and any related interest, any amount amounts otherwise payable to such Defaulting Lender hereunder under this Agreement or any other Loan Document and (whether on account iii) to bring an action or suit against such Defaulting Lender in a court of principal, competent jurisdiction to recover the defaulted amount and any related interest, fees or otherwise) shall, . Any amounts received by the Agent in lieu respect of being distributed a Defaulting Lender's Loans shall not be paid to such Defaulting Lender, Lender and shall be retained held by the Administrative Agent as cash collateral for future funding obligations of and paid to such Defaulting Lender upon the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender 's curing of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paiddefault.

Defaulting Lender. (a) If for any reason any Lender shall shall, at any time, fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available any payment to Administrative Agent or Fleet that is required hereunder, Administrative Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Administrative Agent may elect in its Applicable Percentage sole discretion. With respect to the payment of any Loansfunds from Administrative Agent to a Lender or from a Lender to Administrative Agent, expenses the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolver Loan or setoff payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or purchase payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Loan Documents, Collateral or any Obligations and determining a defaulting Lender’s Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its Applicable Percentage of defaults hereunder, a participation interest in the Swing Line Loans or L/C Borrowings defaulting Lender shall not be deemed to be a “Lender” and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) 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, and (ii) a Defaulting Lender Commitment shall be deemed to have assigned any and all payments due to it from be zero (0). The provisions of this Section 3.2 shall be solely for the Loan Parties, whether on account benefit 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 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 existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights Lenders and rights to payments as set forth in clauses (i) and (ii) hereinabove shall may not be restored only upon the payment enforced by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paidBorrowers.